<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
FELCOR SUITE HOTELS, INC.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
314305103
(CUSIP Number)
with a copy to:
Ralph B. Lake, Esq. John M. Newell, Esq.
Senior Vice President and General Counsel Latham & Watkins
Promus Hotels, Inc. 633 West Fifth Street
755 Crossover Lane Suite 4000
Memphis, Tennessee 38117 Los Angeles, California 90071
(901) 374-5100 (213) 485-1234
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 4, 1997
(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 schedule because of Rule 13d-1(b)(3) or (4), check the following box: / /
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
- ----------------------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the "Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, SEE the NOTES).
<PAGE>
CUSIP No. 314305103 13D Page 2 of 7 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Promus Hotels, Inc.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
NA
- -------------------------------------------------------------------------------
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 2,626,792
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power N/A
--------------------------------------------------
(9) Sole Dispositive
Power 2,626,792
--------------------------------------------------
(10) Shared Dispositive
Power N/A
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,626,792
- -------------------------------------------------------------------------------
(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
9.5%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 314305103 13D Page 3 of 7 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Promus Hotel, Corporation
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
NA
- -------------------------------------------------------------------------------
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 2,626,792
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power N/A
--------------------------------------------------
(9) Sole Dispositive
Power 2,626,792
--------------------------------------------------
(10) Shared Dispositive
Power N/A
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,626,792
- -------------------------------------------------------------------------------
(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
9.5%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 to Schedule 13D is filed jointly by Promus Hotels,
Inc. ("PHI") and Promus Hotel Corporation ("PHC," and together with PHI, the
"Reporting Persons"). This Amendment No. 1 amends the Schedule 13D initially
filed with the Securities and Exchange Commission on February 6, 1997 (the
"Statement") relating to the shares (the "Shares") of Common Stock, $0.01 par
value per share (the "Common Stock"), of FelCor Suite Hotels, Inc., a Maryland
corporation (the "Issuer"). Capitalized terms used herein that are not
otherwise defined shall have the meanings given to them in the Statement.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended to add the following information:
As further described below in Item 6, PHI has entered into a Letter
Agreement (the "Letter Agreement"), dated as of June 4, 1997, with the Issuer
whereby the Issuer has agreed to repurchase 1.2 million Shares of the Issuer's
Common Stock beneficially held by PHI. Such repurchase shall be conditioned
upon the consummation of an underwritten equity public offering by the Issuer
(an "Offering").
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The response to Item 5 is amended as follows:
Item 5(a) is restated in its entirety as follows:
(a) As of the close of business on June 4, 1997, PHI beneficially owned
1,626,792 Shares of Common Stock of the Issuer and 1,000,000 units of limited
partner interest ("Units") in FelCor Suites Limited Partnership, a Delaware
limited partnership (the "Partnership"). The Issuer, as sole general partner of
the Partnership, is obligated (subject to certain conditions), one year
following the issuance of such Units, to redeem the Units, at the option of the
holders thereof, for a like number of Shares of Common Stock or, at the option
of the Issuer, for cash or a combination of cash and Common Stock. PHI
beneficially owns 2,626,792 Shares of Common Stock (including 1,000,000 Shares
issuable upon conversion of Units), or 9.5% of the total number of Shares of
Common Stock outstanding (based upon 26,587,733 Shares of Common Stock
outstanding as of April 30, 1997, as set forth in the Issuer's Quarterly Report
on Form 10-Q for the fiscal period ended April 30, 1997).
PHC may be deemed to beneficially own the Shares of Common Stock and
Units owned by PHI because PHI is a wholly-owned subsidiary of PHC. Except as
set forth herein, none of the Reporting Persons, nor, to the best knowledge of
the Reporting Persons, any person named in Schedule I, beneficially owns any
Shares or Units.
(c) Item 5 (c) is amended to reflect the following transactions in the
Common Stock effected by or for the account of the Reporting Persons since the
original filing of the Statement.
<TABLE>
<CAPTION>
AVERAGE PRICE
NUMBER OF SHARES OF RECEIVED PER SHARE TYPE OF
NAME DATE COMMON STOCK SOLD NET OF EXPENSES TRANSACTION
---- ---- ----------------- ----------------- -------------------
<S> <C> <C> <C> <C>
PHI 2/19/97 10,000 Shares $35.06 Sale in open market
PHI 3/07/97 26,600 Shares $34.77 Sale in open market
PHI 3/10/97 23,400 Shares $34.80 Sale in open market
(Page 4 of 7)
<PAGE>
<CAPTION>
AVERAGE PRICE
NUMBER OF SHARES OF RECEIVED PER SHARE TYPE OF
NAME DATE COMMON STOCK SOLD NET OF EXPENSES TRANSACTION
---- ---- ----------------- ---------------- ------------
<S> <C> <C> <C> <C>
PHI 3/11/97 13,300 Shares $35.13 Sale in open market
PHI 3/12/97 20,000 Shares $35.06 Sale in open market
PHI 3/13/97 166,700 Shares $34.82 Sale in open market
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The response to Item 6 is amended to incorporate the following:
On June 4, 1997, PHI and the Issuer executed the Letter Agreement whereby
the Issuer has agreed to repurchase 1.2 million Shares of the Issuer's Common
Stock (the "PHI Shares") beneficially held by PHI in the event of the
consummation of an Offering. Pursuant to the Letter Agreement, (i) PHI will
sell the PHI Shares at a price per share equal to the net amount per share
received by the Issuer pursuant to an Offering less 50 cents per Share, (ii) the
Issuer shall pay PHI the amount of the second quarter dividend for the PHI
Shares whether or not PHI is a holder of record on the record date for such
dividend and (iii) PHI shall enter into a customary "lock-up" agreement whereby
PHI will agree not to sell any additional Shares of Common Stock for a period of
up to eighteen months following the date of the consummation of such Offering
except, with the consent of the lead underwriters, in conjunction with an
underwritten public offering by the Issuer.
The foregoing summary of the Letter Agreement is qualified in its entirety
by reference to the agreement which is attached hereto as an exhibit and
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 10.8 Letter Agreement, dated as of June 4, 1997, between Promus
Hotels, Inc. and FelCor Suite Hotels, Inc.
(Page 5 of 7)
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 6, 1997 PROMUS HOTELS, INC.
By: /s/ RALPH B. LAKE
-------------------------------
Name: Ralph B. Lake
Title: Senior Vice President and
General Counsel
Dated: June 6, 1997 PROMUS HOTEL CORPORATION
By: /s/ RALPH B. LAKE
-------------------------------
Name: Ralph B. Lake
Title: Senior Vice President and
General Counsel
(Page 6 of 7)
<PAGE>
EXHIBIT INDEX
Exhibit 10.8 Letter Agreement, dated as of June 4, 1997, between Promus
Hotels, Inc. and FelCor Suite Hotels, Inc.
(Page 7 of 7)
<PAGE>
Exhibit 10.8
FELCOR SUITE HOTELS, INC.
545 E. John Carpenter Freeway
Suite 1300
Dallas, TX 75206-3933
(972) 444-4900
June 4, 1997
Promus Hotels, Inc.
755 Crossover Lane
Memphis, TN 38117
Re: REPURCHASE OF 1,200,000 SHARES FELCOR COMMON STOCK
Ladies and Gentlemen:
We understand that Promus Hotels, Inc. ("Promus") is the holder of 1,626,793
shares of common stock of FelCor Suite Hotels, Inc. ("FelCor"). We also
understand that Promus desires to sell 1,200,000 shares of such common stock
(the "Promus Shares"). As you know, FelCor is contemplating an underwritten
public offering of its common stock within 60 days of the date hereof (the
"Offering"), and, in order to eliminate the potential adverse market effect of
the sale of the Promus Shares, FelCor is willing to purchase the Promus Shares
directly from Promus.
This letter agreement ("Agreement") is written to set forth the understanding
and agreement reached between FelCor and Promus concerning the repurchase by
FelCor of the Promus Shares. Subject to the terms and conditions set forth
below, FelCor and Promus hereby agree as follows:
1. Promus will sell the Promus Shares to FelCor at a price per share equal to
the net amount per share received by FelCor from the Offering less 50 cents
per share.
2. FelCor shall pay Promus the amount of the second quarter dividend for the
Promus Shares on July 30, 1997 by separate check whether or not Promus is a
holder of the Promus Shares on the record date.
3. Promus shall enter into any customary "lock-up" agreements with the
underwriters for the Offering as the underwriters may request, pursuant to
which Promus will agree not to sell any additional shares of FelCor common
stock for a period of up to eighteen months following the date of the
Offering except, with the consent of the lead underwriters, in conjunction
with an underwritten public offering by FelCor.
4. The purchase of the Promus Shares by FelCor shall be contingent upon the
successful completion of the Offering and shall occur simultaneously
therewith.
<PAGE>
Promus Hotels, Inc.
June 4, 1997
Page 2
5. If the Offering has not occurred within 60 days of the date hereof, this
Agreement shall terminate.
If the terms and conditions of this Agreement are acceptable to you, please sign
the Acknowledgment and Agreement below to indicate your acceptance of this
Agreement.
Very truly yours,
FELCOR SUITE HOTELS, INC.
By: /s/ LAWRENCE D. ROBINSON
----------------------------------
Name: Lawrence D. Robinson
Title: Senior Vice President
<PAGE>
Promus Hotels, Inc.
June 4, 1997
Page 3
Acknowledgment and Agreement
We, the undersigned, hereby acknowledge that we have read, reviewed, and
understood the contents of the Agreement above and that by signing below shall
make the terms and conditions set forth in the Agreement a binding obligation of
Promus.
Dated: June 5, 1997
PROMUS HOTELS, INC.
By: /s/ CAROL G. CHAMPION
-----------------------------
Name: Carol G. Champion
Title: Vice President and Treasurer
