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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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 30, 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).
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CUSIP No. 314305103 13D Page 2 of 7 Pages
--------- --- ---
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Promus Hotels, Inc.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
NA
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(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
Delaware
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Number of Shares (7) Sole Voting
Beneficially Owned Power 1,426,792
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power N/A
--------------------------------------------------
(9) Sole Dispositive
Power 1,426,792
--------------------------------------------------
(10) Shared Dispositive
Power N/A
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,426,792
- -------------------------------------------------------------------------------
(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
3.9%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 314305103 13D Page 3 of 7 Pages
--------- --- ---
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(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 1,426,792
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power N/A
--------------------------------------------------
(9) Sole Dispositive
Power 1,426,792
--------------------------------------------------
(10) Shared Dispositive
Power N/A
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,426,792
- -------------------------------------------------------------------------------
(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
3.9%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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This Amendment No. 2 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. 2 amends the Schedule 13D initially
filed with the Securities and Exchange Commission (the "Commission") on
February 6, 1997, as amended by Amendment No. 1 filed with the Commission on
June 6, 1997 (collectively, 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, pursuant to a Letter Agreement
(the "Letter Agreement"), dated as of June 4, 1997, the Issuer repurchased
1.2 million Shares of the Issuer's Common Stock beneficially held by PHI on
June 30, 1997.
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 30, 1997, PHI beneficially owned
426,792 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 1,426,792 Shares of Common Stock (including 1,000,000
Shares issuable upon conversion of Units), or 3.9% of the total number of
Shares of Common Stock outstanding (based upon 35,587,733 Shares of Common
Stock outstanding as of June 24, 1997, as set forth in the Issuer's
Prospectus Supplement filed with the Commission on June 25, 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 transaction in the
Common Stock effected by the Reporting Persons since the most recent filing
of Schedule 13D.
<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 6/30/97 1,200,000 Shares $34.21 Sale to the Issuer
</TABLE>
(Page 4 of 7)
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Item 5(e) is restated in its entirety as follows:
(e) As of the close of business on June 30, 1997, the Reporting Persons
ceased to be the beneficial owner of more than 5.0% of the Issuer's Common
Stock.
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:
Pursuant to the terms of the Letter Agreement, (i) on June 30, 1997, PHI
sold 1.2 million Shares of the Common Stock at $34.21 per Share to the
Issuer and (ii) PHI entered into a lock-up agreement dated as of June 24,
1996 (the "Lock-Up Agreement") whereby PHI has agreed not to sell any
additional Shares of Common Stock for a period of up to eighteen months
from the date of the Prospectus Supplement without the prior written
consent of Morgan Stanley & Co. Incorporated.
The foregoing summary of the Lock-Up 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 10.9 Lock-Up Agreement, dated as of June 24, 1997, between Promus
Hotels, Inc. and the Underwriters as defined therein.
(Page 5 of 7)
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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: July 2, 1997 PROMUS HOTELS, INC.
By: /s/ DONALD H. DEMPSEY
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Name: Donald H. Dempsey
Title: Senior Vice President and
Chief Financial Officer
Dated: July 2, 1997 PROMUS HOTEL CORPORATION
By: /s/ DONALD H. DEMPSEY
-------------------------------
Name: Donald H. Dempsey
Title: Senior Vice President and
Chief Financial Officer
(Page 6 of 7)
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EXHIBIT INDEX
Exhibit 10.9 Lock-Up Agreement, dated as of June 24, 1997, between Promus
Hotels, Inc. and the Underwriters as defined therein.
(Page 7 of 7)
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EXHIBIT 10.9
June 24, 1997
Morgan Stanley & Co. Incorporated
Smith Barney Inc.
Alex. Brown & Sons Incorporated
Montgomery Securities
Salomon Brothers Inc.
Paine Webber Incorporated
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
Dear Sirs:
The undersigned understands that Morgan Stanley & Co. Incorporated
("Morgan Stanley"), as Representative of the several Underwriters, proposes
to enter into an Underwriting Agreement (the "Underwriting Agreement") with
FelCor Suite Hotels, Inc., a Maryland corporation (the "Company") providing
for the public offering (the "Public Offering") by the several Underwriters,
including Morgan Stanley (the "Underwriters"), of 10,200,000 shares of the
Common Stock, par value $.01 per share, of the Company (the "Shares") to be
issued and sold by the Company. The Company intends to use a portion of the
proceeds from the Public Offering to purchase from Promus 1,200,000 shares of
the Company's Common Stock currently held by Promus (the "Repurchase").
To induce the Underwriters that may participate in the Public Offering
to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Morgan
Stanley on behalf of the Underwriters, it will not, during the period
commencing on the date hereof and ending 18 months after the date of the
final prospectus relating to the Public Offering (the "Prospectus"), (1)
offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock (provided that such shares or
securities are either now owned by the undersigned or are hereafter acquired
prior to or in connection with the Public Offering), or (2) enter into any
swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of such shares of Common Stock,
whether any such transaction described in clause (1) or (2) above is to be
settled by delivery of Common Stock or such other securities, in cash or
otherwise; provided, however, that if the Repurchase is not consummated
within ten days after consummation of the Public Offering, this Agreement
shall be void and of no further force and effect. The foregoing sentence
shall not apply to the sale of any Shares to the Underwriters pursuant to the
Underwriting Agreement or to the sale of any shares of Common stock which are
subject to any existing pledge
1
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or other security arrangement, in good faith pursuant to the terms of such
pledge or arrangement. In addition, the undersigned agrees that, without the
prior written consent of Morgan Stanley on behalf of the Underwriters, it
will not, during the period commencing on the date hereof and ending 90 days
after the date of the Prospectus, make any demand for or exercise any right
with respect to, the registration of any shares of Common Stock or any
security convertible into or exercisable or exchangeable for Common Stock.
Whether or not the Public Offering actually occurs depends on a number
of factors, including market conditions. Any Public Offering will only be
made pursuant to an Underwriting Agreement, the terms of which are subject to
agreement between the Company and the Underwriters.
Very truly yours,
PROMUS HOTELS, INC.
By: /s/ Donald H. Dempsey
Title: Senior Vice President and
Chief Financial Officer
2
