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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 1997
REGISTRATION NO. 333-3170
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
FELCOR SUITE HOTELS, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 72-2541756
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
<TABLE>
<S> <C>
545 E. John Carpenter Frwy. LAWRENCE D. ROBINSON
Suite 1300 SENIOR VICE PRESIDENT
Irving, Texas 75062 AND GENERAL COUNSEL
(214) 444-4900 545 E. JOHN CARPENTER FRWY., SUITE 1300
(Address, including zip code and telephone IRVING, TEXAS 75062
number, including area code, of registrant's (214) 444-4900
principal executive offices) (Name, address, including zip code, and telephone
number, including area code, of agent for service)
</TABLE>
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Copies to:
Robert W. Dockery Andrew M. Tucker
Bracewell & Patterson, L.L.P. King & Spalding
4000 Lincoln Plaza, 500 N. Akard St. 191 Peachtree Street
Dallas, Texas 75201 Atlanta, Georgia 30303
(214) 740-4000 (404) 572-4600
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
1.1 -- Form of Underwriting Agreement for Series A Preferred Stock
4.1 -- Form of Share Certificate (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-11 (File
No. 33-79214) and incorporated herein by reference)
4.2 -- Form of Indenture(s) with respect to Debt Securities.
4.3 -- Form of Articles Supplementary for Series A Preferred Stock
4.4 -- Form of Share Certificate for Series A Preferred Stock
*4.5 -- Form of Common Stock Warrant Agreement
5.1 -- Opinion of Bracewell & Patterson, L.L.P.
5.2 -- Opinion of Miles & Stockbridge, a Professional Corporation
8.1 -- Opinion of Bracewell & Patterson, L.L.P. as to Tax Matters
12.1 -- Statement Regarding Computation of Ratios
23.1 -- Consent of Bracewell & Patterson, L.L.P. (included in Exhibits
5.1 and 8.1)
23.2 -- Consent of Miles & Stockbridge (included in Exhibit 5.2)
**23.3 -- Consent of Coopers & Lybrand L.L.P.
23.4 -- Consent of Richard A. Eisner & Company, L.L.P.
23.5 -- Consent of Ernst & Young LLP
24.1 -- Power of Attorney
25.1 -- Statement of Eligibility of Sun Trust Bank - Atlanta, as
Trustee
- -----------------------
* To be filed by amendment or incorporated by reference in connection with
the offering of such securities.
** Filed herewith; all others previously filed (except as otherwise noted)
<PAGE> 3
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-3 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Irving,
State of Texas, on the 2nd day of April, 1997.
FELCOR SUITE HOTELS, INC.,
a Maryland corporation (Registrant)
By: /s/ Thomas J. Corcoran, Jr.
---------------------------------
Thomas J. Corcoran, Jr.
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 2ND DAY OF APRIL 1997.
SIGNATURE TITLE
--------- -----
Hervey A. Feldman* Chairman of the Board and
- ---------------------------------------- Director
Hervey A. Feldman
/s/ Thomas J. Corcoran, Jr. President and Chief Executive
- ---------------------------------------- Officer and Director
Thomas J. Corcoran, Jr.
/s/ William S. McCalmont Senior Vice President, Chief
- ---------------------------------------- Financial Officer and Treasurer
William S. McCalmont
Lester C. Johnson* Vice President and Controller
- ---------------------------------------- (Principal Accounting Officer)
Lester C. Johnson
Charles N. Mathewson* Director
- ----------------------------------------
Charles N. Mathewson
Donald J. McNamara* Director
- ----------------------------------------
Donald J. McNamara
Richard S. Ellwood* Director
- ----------------------------------------
Richard S. Ellwood
Richard O. Jacobson* Director
- ----------------------------------------
Richard O. Jacobson
Thomas A. McChristy* Director
- ----------------------------------------
Thomas A. McChristy
*By: /s/ Thomas J. Corcoran, Jr.
--------------------------------------
Thomas J. Corcoran, Jr., as attorney-
in-fact for such persons
-3-
<PAGE> 4
INDEX TO EXHIBITS
1.1 -- Form of Underwriting Agreement for Series
A Preferred Stock
4.1 -- Form of Share Certificate (filed as
Exhibit 4.1 to the Registrant's
Registration Statement on Form S-11 (File
No. 33-79214) and incorporated herein by
reference)
4.2 -- Form of Indenture(s) with respect to Debt
Securities.
4.3 -- Form of Articles Supplementary for Series
A Preferred Stock
4.4 -- Form of Share Certificate for Series A
Preferred Stock
*4.5 -- Form of Common Stock Warrant Agreement
5.1 -- Opinion of Bracewell & Patterson, L.L.P.
5.2 -- Opinion of Miles & Stockbridge, a
Professional Corporation
8.1 -- Opinion of Bracewell & Patterson, L.L.P.
as to Tax Matters
12.1 -- Statement Regarding Computation of Ratios
23.1 -- Consent of Bracewell & Patterson, L.L.P.
(included in Exhibits 5.1 and 8.1)
23.2 -- Consent of Miles & Stockbridge (included
in Exhibit 5.2)
**23.3 -- Consent of Coopers & Lybrand L.L.P.
23.4 -- Consent of Richard A. Eisner & Company,
L.L.P.
23.5 -- Consent of Ernst & Young LLP
24.1 -- Power of Attorney
25.1 -- Statement of Eligibility of Sun Trust
Bank - Atlanta, as Trustee
- ------------------------
* To be filed by amendment or incorporated by reference in connection with
the offering of such securities.
** Filed herewith; all others previously filed (except as otherwise noted)
-4-
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of FelCor Suite Hotels, Inc. on Form S-3 (File Nos. 333-04947 and
333-3170) of our report dated January 22, 1997, except as to the informations
presented in the fifth paragraph of Note 5 and Note 16 for which the date is
March 10, 1997, on our audits of the consolidated financial statements and
financial statement schedule of FelCor Suite Hotels, Inc. as of December 31,
1996 and 1995 and for the years ended December 31, 1996 and 1995 and the
period from July 28, 1994 (inception of operations) through December 31, 1994,
which report is included in the 1996 Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
/s/ COOPERS & LYBRAND L.L.P.
Dallas, Texas
March 28, 1997
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