UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _)
Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §§ 240.14a-12
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FelCor Lodging Trust Incorporated
(Name of Registrant as Specified in Its Charter)
P. Schoenfeld Asset Management LP
P. Schoenfeld Asset Management GP LLC
Peter Schoenfeld
Rick J. Weber
Erik S. Mass
PSAM Texas Master Fund Ltd.
PSAM Texas Fund Limited
PSAM Texas Fund L.P.
Synapse IV LLC
PSAM WorldArb Master Fund Ltd.
PSAM WorldArb Fund Limited
PSAM WorldArb Partners L.P.
WSCI Limited Partnership
Synapse I LLC
Spartan Partners L.P.
Perella Weinberg Partners Xerion Master Fund Ltd.
Perella Weinberg Partners Xerion Equity LP
Perella Weinberg Partners Xerion Fund GP LLC
Perella Weinberg Partners Capital Management LP
Perella Weinberg Partners Capital Management GP LLC
Perella Weinberg Partners Group LP
Christopher J. Hartung
C. Brian Strickland
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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October 8,
2010
SPECIAL
MEETING
OF
PREFERRED STOCKHOLDERS
OF
FELCOR LODGING TRUST INCORPORATED
PROXY
STATEMENT OF P. SCHOENFELD ASSET MANAGEMENT LP, P. SCHOENFELD
ASSET MANAGEMENT GP LLC, PETER SCHOENFELD, RICK J. WEBER, ERIK
S. MASS, PSAM TEXAS MASTER FUND LTD., PSAM TEXAS
FUND LIMITED, PSAM TEXAS FUND L.P., SYNAPSE IV LLC,
PSAM WORLDARB MASTER FUND LTD., PSAM WORLDARB
FUND LIMITED, PSAM WORLDARB PARTNERS L.P., SYNAPSE IV LLC,
WSCI LIMITED PARTNERSHIP, SYNAPSE I LLC, SPARTAN PARTNERS L.P.,
PERELLA WEINBERG PARTNERS XERION MASTER FUND LTD., PERELLA
WEINBERG PARTNERS XERION EQUITY LP, PERELLA WEINBERG PARTNERS
XERION FUND GP LLC, PERELLA WEINBERG PARTNERS CAPITAL
MANAGEMENT LP, PERELLA WEINBERG PARTNERS CAPITAL MANAGEMENT GP
LLC, PERELLA WEINBERG PARTNERS GROUP LP, AND NOMINEES NAMED
BELOW
This proxy statement and the accompanying WHITE proxy card are
being furnished to holders of the $1.95 Series A Cumulative
Convertible Preferred Stock, par value $.01 per share (the
Series A Stock
) and depositary shares
(the
Depositary Shares
) representing 8%
Series C Cumulative Redeemable Preferred Stock, par value
$.01 per share (the
Series C Stock
and,
together with Series A Stock, the
Preferred
Stock
), of FelCor Lodging Trust Incorporated, a
Maryland corporation with its principal place of business
located at 545 E. John Carpenter Freeway,
Suite 1300, Irving, Texas 75062 (the
Company
), in connection with the solicitation
by P. Schoenfeld Asset Management LP (
PSAM
or
we
) and the other Participants (as
hereinafter defined) of proxies to be used at the special
meeting of holders of Preferred Stock of the Company (the
Preferred Stockholders
), which is to be held
on November 15, 2010 at 10:00 a.m. (local time), at
the Westin Park Central hotel located at 12720 Merit Drive in
Dallas, Texas, and at any adjournments, postponements or
continuations thereof (the
Special Meeting
).
This proxy statement and the accompanying WHITE proxy card are
first being furnished to Preferred Stockholders on or about
October 11, 2010.
At the Special Meeting, the Participants will seek to elect to
the Board of Directors of the Company (the
Board
) a slate of two nominees
Christopher J. Hartung and C. Brian Strickland (each a
Nominee
and, collectively, the
Nominees
). Each of the Nominees has consented
to being named in this proxy statement, and to serve as a
director if elected. Pursuant to this proxy statement, PSAM is
soliciting proxies from Preferred Stockholders to (1) vote
FOR the Nominees and (2) vote FOR an adjournment of the
Special Meeting if a quorum is not present at the time of the
Special Meeting or if otherwise necessary to solicit additional
proxies to elect the Nominees.
PLEASE VOTE FOR CHRISTOPHER J. HARTUNG AND C. BRIAN
STRICKLAND AS DIRECTORS OF THE COMPANY USING THE ENCLOSED WHITE
PROXY CARD.
If your shares of Preferred Stock are registered in your own
name, please sign and date the enclosed WHITE proxy card and
return it to PSAM,
c/o Innisfree
M&A Incorporated in the enclosed envelope today.
If your shares of Preferred Stock are held in the name of a
brokerage firm, bank, bank nominee or other institution, only it
can vote such shares. Accordingly, please contact the person
responsible for your account and instruct that person to execute
the WHITE proxy card on your behalf.
If you have any questions, require assistance in voting your
WHITE proxy card, or need additional copies of our proxy
materials, please call Innisfree M&A Incorporated at the
phone numbers listed below.
501 Madison
Avenue, 20th floor
New York, New York 10022
Shareholders may call toll free
(888) 750-5834
Banks and Brokers may call collect
(212) 750-5833
BACKGROUND
OF THE SOLICITATION
As of the date of this proxy statement, PSAM and its affiliates
beneficially own (1) 331,133 shares of Series A
Stock and (2) 73,335 Depositary Shares representing
733 shares of Series C Stock, which collectively
represents approximately 2.1% of the aggregate number of
Series A Stock and Depositary Shares (collectively,
Shares
) outstanding as of the Record Date.
As of the date of this proxy statement, Perella Weinberg
Partners Capital Management LP (
Perella
Weinberg
) and its affiliates beneficially own an
aggregate of (1) 596,654 shares of Series A Stock
and (2) 839,283 Depositary Shares representing
8,393 shares of Series C Stock, which collectively
represents approximately 7.3% of the aggregate number of Shares
outstanding as of the Record Date.
The Company suspended dividends on its Preferred Stock in March
2009. The dividend payment date of July 31, 2010 was the
sixth dividend payment date for which dividends on the Preferred
Stock have not been paid. Accordingly, in accordance with the
terms of the articles supplementary that classified and created
the Preferred Stock, Preferred Stockholders are entitled to
elect two persons to serve as directors of the Company. Upon the
written request of any Preferred Stockholder, the secretary of
the Company is required to call a special meeting of the
Preferred Stockholders for the election of the two directors.
The Board has called the Special Meeting of the Preferred
Stockholders.
In connection with the Special Meeting, the Board has not
nominated any person for election and has disclosed that it will
not solicit proxies for the Special Meeting.
PSAM has nominated the Nominees for election to the Board at the
Special Meeting. PSAM believes that its Nominees possess the
skills and experience necessary to effectively manage the
business and affairs of the Company and assist it in developing
future strategic plans. See the information under the heading
Election of Directors for additional information
about the Nominees. The Participants are currently not aware of
any other stockholder that has nominated any person for election
at the Special Meeting.
On August 19, 2010, PSAM and Perella Weinberg Partners
Xerion Master Fund Ltd. (the
Master
Fund
) entered into a letter agreement (the
Letter Agreement
) pursuant to which each of
them agreed to be responsible, on a 50%/50% basis, for certain
costs and expenses directly related to nominating the Nominees
for election at the Special Meeting and soliciting proxies for
their election, provided that the Master Funds share of
such costs and expenses is limited to a maximum of $200,000. The
Letter Agreement will terminate at the earliest of (a) the
mutual agreement in writing of PSAM and the Master Fund to
terminate the Letter Agreement and (b) the completion of
the Special Meeting.
There is no agreement between PSAM and its affiliates, on the
one hand, and Perella Weinberg and its affiliates, on the other
hand, with respect to the voting or disposition of their
respective Company shares. Thus, although PSAM, Perella Weinberg
and their respective affiliates currently intend to vote all of
the shares they beneficially own for the election of the
Nominees, each of PSAM, Perella Weinberg and their respective
affiliates retains independent and full discretion with respect
to their securities, including the ability to vote for one or
more of the Nominees, or not vote at all, at the Special
Meeting. PSAM, Perella Weinberg and their respective affiliates
also retain in full their power to dispose of any or all of
their Company shares at any time, including prior to the time of
the Special Meeting.
The Participants expressly disclaim membership in a group with,
and beneficial ownership of the securities held by, each other
Participant.
WHO MAY
VOTE
Only Preferred Stockholders and holders of Depositary Shares of
record as of the close of business on October 6, 2010 (the
Record Date
) may vote at the Special Meeting.
As set forth in the Companys information statement for the
Special Meeting filed with the Securities and Exchange
Commission (the
SEC
) on October 8, 2010
(the
Information Statement
), there were
outstanding 12,880,475 shares of Series A Stock and
67,980 shares of Series C Stock represented by
6,798,000 Depositary Shares (each Depositary Share represents a
1
/
100
fractional interest in a share of Series C Stock) as of the
Record Date. Preferred Stockholders who sell shares of Preferred
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Stock before the Record Date (or acquire them after the Record
Date) may not vote such shares at the Special Meeting.
Stockholders of record on the Record Date will retain their
voting rights in connection with the Special Meeting even if
they sell such shares after the Record Date.
PSAM, Perella Weinberg and their respective affiliates intend to
vote all of the shares they beneficially own FOR the election of
the Nominees and will vote FOR any adjournment of the Special
Meeting if a quorum is not present at the time of the Special
Meeting or if otherwise necessary to solicit additional proxies
to elect the Nominees.
VOTING
AND PROXY PROCEDURE
Quorum
A quorum, consisting of Preferred Stockholders entitled to cast
at least a majority of the votes entitled to be cast by the
holders of the outstanding shares of Preferred Stock as of the
Record Date, is necessary to conduct business at the Special
Meeting. This means that Preferred Stockholders entitled to cast
that number of votes must be present at the Special Meeting in
person or represented at the Special Meeting by proxy.
Abstentions will be considered present for the purposes of
determining a quorum at the Special Meeting.
Votes
Needed
Preferred Stockholders shall vote as a single class to elect the
directors at the Special Meeting. Directors will be elected by a
majority of votes cast unless the number of nominees exceeds the
number of directors to be elected, in which case directors will
be elected by a plurality of votes cast. Abstentions or broker
non-votes are not considered votes cast and will have no effect
on the election of the directors.
When the holders of Preferred Stock vote as a single class, each
share of Preferred Stock is entitled to one vote per $25 of
stated liquidation preference. As a result, each share of
Series A Stock is entitled to one vote per share and each
share of Series C Stock is entitled to 100 votes per share,
each of which may be directed separately by the holder thereof.
If you are a holder of Depositary Shares representing interests
in the Series C Stock, you will be entitled to direct the
voting of the Series C Stock to the extent of your interest
therein.
The holders of a majority of shares of stock of the Company
entitled to vote at the Special Meeting, present in person or
represented by proxy, whether or not a quorum is present, shall
have the power to adjourn the meeting from time to time, without
notice other than announcement at the Special Meeting, to a date
not more than 120 days after the Record Date.
The accompanying WHITE proxy card will be voted in accordance
with the Preferred Stockholders instructions on such WHITE
proxy card. Preferred Stockholders may vote for the Nominees by
marking the proper boxes on the WHITE proxy card. If the WHITE
proxy card is signed and returned but no instructions are given,
the WHITE proxy card will be voted FOR all Nominees and will be
voted FOR any adjournment of the Special Meeting if a quorum is
not present at the time of the Special Meeting or if otherwise
necessary to solicit additional proxies to elect the Nominees.
Other
Matters To Be Considered At The Special Meeting
Except as set forth above, we are not aware of any matters to be
brought before the Special Meeting. Should other matters
properly be brought before the Special Meeting, including any
procedural matters, the attached WHITE proxy card, when duly
executed, will give the proxies named therein discretionary
authority to vote on all such other matters and on all matters
incident to the conduct of the Special Meeting.
Revocation
of Proxies
Any Preferred Stockholder signing and returning the enclosed
WHITE proxy may revoke it at any time before it is voted at the
Special Meeting by: (i) providing a timely, later-dated
written revocation of proxy to PSAM care of Innisfree M&A
Incorporated at 501 Madison Avenue, 20th floor, New York,
New York 10022 or to the corporate
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Secretary of the Company at 545 E. John Carpenter
Freeway, Suite 1300, Irving, Texas 75062, on or before the
business day prior to the Special Meeting; (ii) providing a
timely, later-dated and properly executed proxy to PSAM care of
Innisfree M&A Incorporated at 501 Madison Avenue,
20th floor, New York, New York 10022 or to the corporate
Secretary of the Company at 545 E. John Carpenter
Freeway, Suite 1300, Irving, Texas 75062, on or before the
business day prior to the Special Meeting; or (iii) voting
in person at the Special Meeting. Although a revocation is
effective if delivered to the Company, PSAM requests that either
original or photostatic copies of all revocations be mailed to
PSAM care of Innisfree M&A Incorporated at 501 Madison
Avenue, 20th floor, New York, New York 10022 so that PSAM
will be aware of all revocations and can more accurately
determine if and when proxies have been received from the
holders of record on the Record Date and the number of
outstanding shares of Preferred Stock represented thereby.
INFORMATION
ABOUT PARTICIPANTS IN THE SOLICITATION
Each of (i) PSAM, P. Schoenfeld Asset Management GP LLC,
Peter Schoenfeld, Rick J. Weber, Erik S. Mass, PSAM Texas Master
Fund Ltd., PSAM Texas Fund Limited, PSAM Texas
Fund L.P., Synapse IV LLC, PSAM WorldArb Master
Fund Ltd., PSAM WorldArb Fund Limited, PSAM WorldArb
Partners L.P., WSCI Limited Partnership, Synapse I LLC, and
Spartan Partners L.P. (collectively, the
PSAM
Participants
), (ii) Perella Weinberg, the Master
Fund, Perella Weinberg Partners Xerion Equity LP, Perella
Weinberg Partners Xerion Fund GP LLC, Perella Weinberg
Partners Capital Management GP LLC, and Perella Weinberg
Partners Group LP (collectively, the
Perella Participants
) and (iii) the
Nominees (together with the PSAM Participants and the Perella
Participants, the
Participants
), is
considered a participant in this solicitation for proxies at the
Special Meeting. Additional information concerning the
Participants is set forth in Annex A to this proxy
statement.
Except as otherwise disclosed in this proxy statement, none of
the Participants has been convicted in a criminal proceeding
(other than traffic violations or similar misdemeanors) within
the past ten years. Also, except as otherwise disclosed in this
proxy statement, neither the Participants nor any of their
respective associates: (i) had, or will have, a direct or
indirect material interest in any transaction or series of
similar transactions, since the beginning of the Companys
last fiscal year, or any currently proposed transaction, or
series of similar transactions, to which the Company or any of
its subsidiaries was or is to be a party, in which the amount
involved exceeds $120,000; (ii) has any arrangement or
understanding with any person with respect to any future
employment by the Company or its affiliates or with respect to
any future transactions to which the Company or any of its
affiliates will or may be a party; or (iii) was a party to
any material proceeding in which such Participant was adverse to
the Company or has a material interest adverse to the Company.
In connection with their service as a Nominee, PSAM entered into
a nominee agreement with each of the Nominees (each, a
Nominee Agreement
). Pursuant to the Nominee
Agreements, PSAM has agreed to (a) reimburse the Nominees
for reasonable, documented expenses (including legal expenses)
incurred in connection with their nomination and the Special
Meeting, provided that such expenses are incurred at or prior to
the Special Meeting and (b) indemnify the Nominees against
certain potential liabilities that might arise in connection
with such Nominee being named as a director nominee and related
matters. The indemnification provisions of the Nominee Agreement
only cover the Nominees service as a Nominee and not, if
elected, as a director of the Company.
Other than as disclosed above, there are no agreements pursuant
to which any of the Nominees were chosen as Nominees and there
are no arrangements or understandings pursuant to which the
Nominees are proposed to be elected.
4
DIRECTOR
COMPENSATION
As described in the Companys proxy statement for the 2010
annual meeting of stockholders filed with the SEC on
April 2, 2010 (the
Annual Meeting
Proxy
), effective for 2010 and subsequent years, each
independent director will receive an annual equity grant (valued
at $55,000 on the grant date) at the start of each year of
service and an annual service fee (paid currently each quarter),
calculated as follows:
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2010 Annual
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Service Fee
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Chair, Audit Committee
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$
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70,000
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Chair, Compensation Committee
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$
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62,500
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Chair, Corporate Governance and Nominating Committee
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$
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62,500
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Other Member, Audit Committee
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$
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60,000
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Other Independent Directors
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$
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55,000
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Independent directors do not receive meeting fees, but they are
reimbursed for out-of-pocket expenses incurred in connection
with service on the Board.
According to the Companys Information Statement, except as
otherwise determined by the Board, in accordance with the
Companys Corporate Governance Guidelines, directors
elected by the Preferred Stockholders are not entitled to
compensation and reimbursement of expenses in connection with
their service on the Board. However, we believe that the Board
would be in breach of its duties to Preferred Stockholders if
the Company failed to pay the directors elected by the Preferred
Stockholders the fees or reimburse their expenses as described
above or if the Company paid to these directors fees below those
paid to other independent directors. PSAM has requested the
Companys cooperation in providing customary
directors fees, expense reimbursement and contractual
indemnification arrangements to the Nominees commensurate with
those provided to the Companys other independent directors.
ELECTION
OF DIRECTORS
The Board currently consists of ten members, who are classified
into three classes as follows: Melinda J. Bush, Charles A.
Ledsinger, Jr. and Robert H. Lutz, Jr. constitute a
class with a term ending in 2013 (the
Class I
Directors
); Thomas J. Corcoran, Jr., Robert F.
Cotter, Thomas C. Hendrick, and Mark D. Rozells constitute a
class with a term ending in 2011 (the
Class II
Directors
); and Glenn A. Carlin, Robert A. Mathewson,
and Richard A. Smith constitute a class with a term ending in
2012 (the
Class III Directors
).
We are seeking your support at the Special Meeting to elect the
Nominees as two additional members of the Board to serve until
the next annual meeting of stockholders of the Company and until
their successors are elected and qualified; provided, however,
that the term of such directors will terminate when all
delinquent dividends on the Preferred Stock have been paid and
the dividends on the Preferred Stock for the current quarterly
period have been paid or declared and set apart for payment.
Set forth below are the name, age, business address, present
principal occupation, and employment and material occupations,
positions, offices, or employments and directorships for the
past five years of each of the Nominees. Each of the Nominees is
a citizen of the United States of America. Each of the Nominees
is independent under the independence standards applicable to
the Company under paragraph (a)(1) of Item 407 of
Regulation S-K.
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Christopher J. Hartung, age 42
Private Investor
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Mr. Hartung most recently served as Managing Director, Real
Estate Investment Banking of Wells Fargo Securities/Eastdil
Secured, a real estate investment banking firm, from 2004
to 2010, where he provided investment banking services to public
and private real estate companies. Previously, Mr. Hartung
was a Managing Director, Real Estate Equity Research at WR
Hambrecht & Co. (2002 to 2004); Chief Strategy Officer
at iBuilding, Inc. (2000 to 2001); Managing Director and Group
Head, Real Estate Equity Research at Banc of America
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Securities (1996 to 2000); and served in various capacities at
J.P. Morgan & Co. (1990 to 1996).
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Mr. Hartung is currently or has been a member of various
professional organizations in the real estate industry,
including the Urban Land Institute, Lambda Alpha International,
International Council of Shopping Centers and the National
Association of Real Estate Investment Trusts. Mr. Hartung
previously served on the Advisory Board for the Fisher Center
for Real Estate at Haas Business School, University of
California, Berkeley. Mr. Hartung received a B.S. in
Applied Economics from Cornell University.
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Mr. Hartung would provide the Board with leadership
experience and in-depth knowledge of the real estate industry
based on his experience with companies across a variety of real
estate asset classes, including office, retail, industrial and
hospitality.
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C. Brian Strickland, age 47
Chief Financial Officer JMI Realty, LLC
111 Congress Ave., Suite 2600
Austin, TX 78701
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Since October 2009, Mr. Strickland has served as Chief
Financial Officer of JMI Realty, LLC, a private real estate
investment and development company. From July 2008 to
October 2009, Mr. Strickland served as Chief Financial
Officer of Road Traveler LLC, an early stage web based travel
company.
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From June 2007 to June 2008, Mr. Strickland provided
consulting services to several non-profit organizations. From
April 1998 to May 2007, Mr. Strickland served as Chief
Financial Officer of CNL Hotels & Resorts, Inc., a
hotel real estate investment trust. Previously,
Mr. Strickland was Vice President of Taxation for Wyndham
International, Inc. (November 1990 to April 1998); Tax
Supervisor of Trammell Crow Company (June 1988 to November
1990); and Tax Accountant at Ernst & Whinney (June
1986 to June 1988).
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Mr. Strickland is a Certified Public Accountant and
received a Bachelor of Business Administration in Accounting
from Texas Tech University.
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Mr. Strickland would provide the Board with accounting,
financial and leadership experience, as well as substantial
knowledge of the hotel and real estate industries based on his
role as chief financial officer of entities similarly situated
with the Company.
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Under Maryland corporate law, the Board is charged with the
management of the business and affairs of the Company, including
determining its strategic direction. PSAM believes, therefore,
that if the Nominees are elected they would be in a position, as
directors of the Company, to influence the strategic direction
of the Company in accordance with their duties.
The Nominees will constitute a minority of the Board if they are
elected and, therefore, will not be able to adopt any measures
without the support of other members of the Board. There is no
assurance that the Companys other directors will serve
with the Nominees, if elected.
None of the Nominees has any contract, arrangement or
understanding with the Company or with any person with respect
to Company securities, or (except as provided in the Nominee
Agreements) any financial interest concerning the Company. None
of the Nominees own, beneficially or of record, any securities
of the Company.
We do not expect that the Nominees will be unable to stand for
election, but, in the event that such persons are unable to
serve or for good cause will not serve, the shares represented
by the enclosed WHITE proxy card will be voted for substitute
nominees, to the extent this is not prohibited under the bylaws
of the Company and applicable law, in each case in light of the
specific facts and circumstances surrounding such substitution.
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WE STRONGLY URGE YOU TO VOTE FOR THE NOMINEES BY SIGNING,
DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD IN THE
POSTAGE-PREPAID ENVELOPE PROVIDED WITH THIS PROXY STATEMENT. IF
YOU SIGN THE ENCLOSED WHITE PROXY CARD WITHOUT INDICATING YOUR
VOTE, YOU WILL BE DEEMED TO HAVE DIRECTED THE APPOINTED PROXIES
TO VOTE YOUR SHARES FOR THE ELECTION OF ALL OF THE NOMINEES AND
FOR AN ADJOURNMENT OF THE SPECIAL MEETING IF NO QUORUM IS
PRESENT AT THE TIME OF THE SPECIAL MEETING OR IF OTHERWISE
NECESSARY TO SOLICIT ADDITIONAL PROXIES TO ELECT THE
NOMINEES.
SOLICITATION
OF PROXIES
Proxies may be solicited from individuals, banks, brokers,
custodians, nominees, other institutional holders and other
fiduciaries in person and by mail, phone, publication and
electronic means.
PSAM intends to enter into an agreement with Innisfree M&A
Incorporated for solicitation and advisory services in
connection with this solicitation, for which Innisfree M&A
Incorporated will receive a fee not to exceed $25,000, together
with reimbursement for its reasonable out-of-pocket expenses,
and will be indemnified against certain liabilities and
expenses, including certain liabilities under the federal
securities laws. Innisfree M&A Incorporated will solicit
proxies from individuals, brokers, banks, bank nominees and
other institutional holders. PSAM will request banks, brokerage
houses and other custodians, nominees and fiduciaries to forward
all solicitation materials to the beneficial owners of the
Preferred Stock they hold of record. PSAM will reimburse these
record holders for their reasonable out-of-pocket expenses in so
doing. It is anticipated that Innisfree M&A Incorporated
will employ approximately 25 persons to solicit the
Companys Preferred Stockholders for the Special Meeting.
PSAM and the Master Fund, pursuant to the terms of the Letter
Agreement regarding expense reimbursement described in this
proxy statement, will pay the cost of their solicitation of
proxies at the Special Meeting, including the cost of preparing,
assembling and mailing this proxy material to Preferred
Stockholders. If this solicitation is successful and any or all
Nominees are elected to the Board, PSAM and the Master Fund
intend to without seeking further approval by the Companys
stockholders, seek reimbursement of the solicitation expenses
from the Company which PSAM and the Master Fund believe is
customary. Several of PSAMs and Perella Weinbergs
officers and regular full-time employees may solicit proxies
during the course of their ordinary employment and will not
receive any additional compensation.
The Participants have incurred costs for legal counsel and other
services related to this solicitation. The total expenditures in
furtherance of, or in connection with this solicitation as of
October 7, 2010 was approximately $300,000; based on
current estimates the final cost of the solicitation will be
approximately $400,000.
ADDITIONAL
INFORMATION
The principal business address of the Company is
545 E. John Carpenter Freeway, Suite 1300,
Irving, Texas 75062. The Companys telephone number is
972-444-4900.
According to the Companys Annual Meeting Proxy, for
stockholder proposals to be brought before the Companys
2011 annual meeting of stockholders, the Companys bylaws
provide that the proposing stockholder must give written notice
to the corporate Secretary, which must be delivered not less
than 90 days nor more than 120 days prior to the first
anniversary of the date on which notice of the 2010 annual
meeting was first mailed to the Companys stockholders. Any
stockholder proposal received after January 7, 2011 will be
considered untimely and may be voted upon by the named proxies
in accordance with their best judgment. A stockholder who wishes
to have a proposal included in the Companys proxy
statement for the Companys 2011 annual meeting of
stockholders must deliver that proposal in writing to the
Company not later than December 8, 2010. All proposals
should be submitted to the attention of the corporate Secretary
at the principal executive offices at the address listed above.
All proposals must be in writing and otherwise in compliance
with applicable SEC requirements and the Companys bylaws.
7
The information concerning the Company contained in this proxy
statement has been taken from, or is based upon, publicly
available documents on file with the SEC and other publicly
available information. Although the Participants have no
knowledge that would indicate that statements relating to the
Company contained in this proxy statement in reliance upon
publicly available information are inaccurate or incomplete, the
Participants are not in a position to verify any such
information or statements.
8
ANNEX A
INFORMATION
REGARDING THE PARTICIPANTS IN THE SOLICITATION
In addition to the Nominees, the PSAM Participants and the
Perella Participants are participants in the solicitation of
proxies with respect to the Special Meeting.
The PSAM
Participants
The principal business of PSAM, P. Schoenfeld Asset Management
GP LLC, Peter Schoenfeld, Synapse IV LLC, and Synapse I LLC
is to advise and manage investments on behalf of institutional
and individual high net worth investors, while the principal
business of the remainder of the PSAM Participants is to serve
as the vehicles for such investments. Rick J. Weber and
Erik S. Mass are employees of PSAM. The principal offices
of each of PSAM, P. Schoenfeld Asset Management GP LLC, Peter
Schoenfeld, Rick J. Weber, Erik S. Mass, PSAM Texas
Fund L.P., Synapse IV LLC, PSAM WorldArb Partners
L.P., WSCI Limited Partnership, Synapse I LLC, and Spartan
Partners L.P. are located at 1350 Avenue of the Americas,
21st Floor, New York, New York 10019. The principal offices
of each of PSAM Texas Master Fund Ltd., PSAM Texas
Fund Limited, PSAM WorldArb Master Fund Ltd., and PSAM
WorldArb Fund Limited are located at
c/o Citco
Fund Services (Cayman Islands) Limited, 89 Nexus Way,
Camana Bay, P.O. Box 31106 Grand Cayman
KY1-1205 Cayman Islands.
The
Perella Participants
The Master Fund is primarily engaged in the business of making
investments. The principal business of the Perella Weinberg
Partners Xerion Equity LP (the
Master
Fund Manager
) is to serve as manager to the
Master Fund. Perella Weinberg Partners Xerion Fund GP LLC
(the
GP
) is the general partner of the Master
Fund Manager. Perella Weinberg indirectly serves as the
investment adviser to the Master Fund and is also the managing
member of the GP. Perella Weinberg Partners Capital Management
GP LLC (
PWPCMGP
) is the general partner of
Perella Weinberg. Perella Weinberg Partners Group LP
(
Group
) serves as the managing member of
PWPCMGP. The address of the principal business office of each of
the Perella Participants except the Master Fund is
767 Fifth Avenue, New York, NY 10153. The address of the
principal business office of the Master Fund is
c/o Citco
Fund Services (Bermuda) Limited, Washington Mall West, 7
Reid Street, Hamilton HM II Bermuda.
INTERESTS
OF THE PARTICIPANTS IN THE SOLICITATION
The PSAM
Participants
PSAM and its affiliates began acquiring securities of the
Company in May 2009. As of the date hereof, the PSAM
Participants beneficially own in the aggregate
331,133 shares of Series A Stock (including
100 shares of Series A Stock held of record by PSAM)
and 73,335 Depositary Shares representing 733 shares of
Series C Stock as set forth below. For purposes of this
proxy statement, fractions of a share of Series C stock
have been rounded to the nearest whole number. According to the
Companys
Form 10-K
for the year ended December 31, 2009, each share of
Series A Stock is currently convertible at the
stockholders option to 0.7752 shares of common stock,
par value $.01 per share, subject to certain adjustments.
P. Schoenfeld Asset Management GP LLC (
PSAM
GP
) is the general partner of PSAM, which may be
deemed to beneficially own 331,133 shares of Series A
Stock and 73,335 Depositary Shares representing 733 shares
of Series C Stock, of which (i) 100 shares of
Series A Stock are owned directly by PSAM;
(ii) 248,965 shares of Series A Stock and 54,585
Depositary Shares representing 546 shares of Series C
Stock are attributable to PSAM Texas Master Fund Ltd., PSAM
WorldArb Master Fund Ltd. and Spartan Partners L.P.; and
(iii) 82,068 shares of Series A Stock and 18,750
Depositary Shares representing 188 shares of Series C
Stock are attributable to managed accounts to which PSAM
provides investment advice. Peter Schoenfeld is the managing
member and majority owner of PSAM GP and may be deemed to have
voting and dispositive power over the shares beneficially owned
by PSAM GP.
9
Synapse IV LLC is the general partner of PSAM Texas
Fund L.P. which, together with PSAM Texas
Fund Limited, may be deemed to beneficially own
15,176 shares of Series A Stock and 3,334 Depositary
Shares representing 33 shares of Series C Stock owned
by PSAM Texas Master Fund Ltd. Peter Schoenfeld is the
managing member and majority owner of Synapse IV LLC and
may be deemed to have voting and dispositive power over the
shares beneficially owned by PSAM Texas Master Fund Ltd.
Synapse I LLC is the general partner of WSCI Limited
Partnership, and Synapse IV LLC is the general partner of
PSAM WorldArb Partners L.P. WSCI Limited Partnership, PSAM
WorldArb Partners L.P. and PSAM WorldArb Fund Limited, may
be deemed to beneficially own 226,210 shares of
Series A Stock and 49,558 Depositary Shares
representing 496 shares of Series C Stock owned by
PSAM WorldArb Master Fund Ltd. Peter Schoenfeld is the
managing member and majority owner of Synapse IV LLC, as
well as Synapse I LLC, and may be deemed to have voting and
dispositive power over the shares beneficially owned by PSAM
WorldArb Master Fund Ltd.
Synapse I LLC also is the general partner of Spartan Partners
L.P., which may be deemed to beneficially owns 7,579 shares
of Series A Stock and 1,693 Depositary Shares representing
17 shares of Series C Stock. Peter Schoenfeld is the
managing member and majority owner of Synapse I LLC and may be
deemed to have voting and dispositive power over the shares
beneficially owned by Spartan Partners L.P.
Except to the extent expressly stated herein, each of the PSAM
Participants disclaim beneficial ownership of any shares
beneficially owned by each other, in each case, except to the
extent that they have a pecuniary interest in such shares.
In addition to the ownership of Preferred Stock as described
above, PSAM and its affiliates have in the past traded, and in
the future may trade in other securities of the Company, as well
as options, puts, calls, swaps or other derivative instruments
relating to Company securities.
The securities owned by PSAM and its affiliates are held
primarily in margin accounts maintained with prime brokers,
which may extend margin credit as and when required to open or
carry positions in the margin accounts, subject to applicable
federal margin regulations, stock exchange rules and the prime
brokers credit policies. In such instances, the positions
held in the margin accounts are pledged as collateral security
for the repayment of debit balances in the accounts.
Except as described in this Proxy Statement, the PSAM
Participants do not beneficially own, as of the date hereof, any
debt or equity securities of the Company.
The
Perella Participants
Perella Weinberg and its affiliates began acquiring securities
of the Company in June 2009. As of the date of this proxy
statement, Perella Weinberg and its affiliates beneficially own
(1) 596,654 shares of Series A Stock and
(2) 839,283 Depositary Shares representing
8,393 shares of Series C Stock. According to the
Companys
Form 10-K
for the year ended December 31, 2009, each share of
Series A Stock is currently convertible at the
stockholders option to 0.7752 shares of common stock,
par value $.01 per share, subject to certain adjustments.
The Master Fund may be deemed to beneficially own
596,654 shares of Series A Stock and
839,283 Depositary Shares, representing 8,393 shares
of Series C Stock. The Master Fund Manager, which
serves as the manager of the Master Fund, may be deemed to
beneficially own 596,654 shares of Series A Stock and
839,283 Depositary Shares, representing 8,393 shares
of Series C Stock. The GP, which serves as the general
partner of the Master Fund Manager, may be deemed to
beneficially own 596,654 shares of Series A Stock and
839,283 Depositary Shares, representing 8,393 shares
of Series C Stock. Perella Weinberg, which indirectly
serves as the investment adviser to the Master Fund and is also
the managing member of the GP, may be deemed to beneficially own
596,654 shares of Series A Stock and 839,283
Depositary Shares, representing 8,393 shares of
Series C Stock. PWPCMGP, which serves as the general
partner of Perella Weinberg, which indirectly serves as the
investment adviser to the Master Fund, may be deemed to
beneficially own 596,654 shares of Series A Stock and
839,283 Depositary Shares, representing 8,393 shares
of Series C Stock. Group, which serves as the managing
member of PWPCMGP, the general partner of Perella Weinberg,
which indirectly serves as the investment adviser
10
to the Master Fund, may be deemed to beneficially own
596,654 shares of Series A Stock and
839,283 Depositary Shares, representing 8,393 shares
of Series C Stock.
Each of the Master Fund Manager, the GP, Perella Weinberg,
PWPCMGP and Group disclaims beneficial ownership of any shares
listed above.
In addition to the ownership of Preferred Stock as described
above, Perella Weinberg and its affiliates have in the past
traded, and in the future may trade in other securities of the
Company, as well as options, puts, calls, swaps or other
derivative instruments relating to Company securities.
The securities owned by Perella Weinberg and its affiliates are
held primarily in margin accounts maintained with prime brokers,
which may extend margin credit as and when required to open or
carry positions in the margin accounts, subject to applicable
federal margin regulations, stock exchange rules and the prime
brokers credit policies. In such instances, the positions
held in the margin accounts are pledged as collateral security
for the repayment of debit balances in the accounts.
Except as described in this Proxy Statement, the Perella
Participants do not beneficially own, as of the date hereof, any
debt or equity securities of the Company.
11
ANNEX B
BENEFICIAL
OWNERSHIP OF THE COMPANYS SECURITIES
The information in the following table is extracted from the
Companys information statement filed with the Securities
and Exchange Commission on October 8, 2010. In addition, as
disclosed in this proxy statement, as of the date of this proxy
statement (A) PSAM and its affiliates beneficially own
(1) 331,133 shares of Series A Stock and
(2) 73,335 Depositary Shares representing 733 shares
of Series C Stock, which collectively represents
approximately 2.1% of the aggregate number of Shares outstanding
as of the Record Date and (B) Perella Weinberg and its
affiliates beneficially own an aggregate of
(1) 596,654 shares of Series A Stock and
(2) 839,283 Depositary Shares representing
8,393 shares of Series C Stock, which collectively
represents approximately 7.3% of the aggregate number of Shares
outstanding as of the Record Date.
******
The following table shows, as of October 6, 2010,
(a) how much of the Companys common stock was
beneficially owned by each person known to the Company to
beneficially own more than 5% of its common stock, and
(b) how much of its common stock, Series A Stock, and
Series C Stock was beneficially owned by the executive
officers, each director, and all directors and executive
officers, as a group. Unless otherwise indicated, each person
owns directly the number of shares shown after his or her name
in the table below.
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Amount and
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Amount and
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Amount and
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Nature of
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Nature of
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Nature of
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Beneficial
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Beneficial
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Beneficial
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Percent of
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Ownership of
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Ownership of
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Ownership of
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Common
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Series A
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Percent of
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Series C
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Percent Of
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Common
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Stock
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Preferred
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Series A
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Preferred
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Series C
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Name of Beneficial Owner
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Stock
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Class(1)
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Stock
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Preferred(1)
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Stock(2)
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Preferred(1)
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Melinda J. Bush
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16,600
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(3)
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*
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*
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*
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Glenn A. Carlin
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20,000
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*
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*
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*
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Thomas J. Corcoran, Jr.
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476,146
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(4)
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*
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4,000
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*
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1,000
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*
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Robert F. Cotter
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116,300
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*
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*
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*
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Michael A. DeNicola
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324,155
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(5)
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*
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*
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*
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Thomas C. Hendrick
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22,200
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*
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*
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*
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Charles A. Ledsinger, Jr.
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35,175
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*
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*
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Robert H. Lutz, Jr.
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38,700
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(6)
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*
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*
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Robert A. Mathewson
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433,317
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(7)
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*
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10,000
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*
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*
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Troy A. Pentecost
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280,887
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(8)
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*
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*
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*
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Mark D. Rozells
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3,507
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*
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*
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*
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Richard A. Smith
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1,292,458
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(9)
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1.3
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%
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*
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10,000
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Andrew J. Welch
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324,324
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(10)
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*
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*
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*
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Jonathan H. Yellen
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287,650
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(11)
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*
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1,000
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(12)
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*
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*
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All executive officers and directors, as a group
(14 persons)(13)
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3,671,419
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3.8
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15,000
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*
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11,000
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*
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Franklin Resources, Inc.
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2,634,870
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(14)
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2.7
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2,983,745
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(13)
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23.2
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%
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*
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The Vanguard Group, Inc.
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6,938,485
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(15)
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7.1
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*
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*
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*
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Represents less than 1% of the outstanding shares of such class.
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(1)
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Based upon 97,051,609 shares of common stock,
12,880,475 shares of Series A Preferred Stock and
6,798,000 Depository Shares representing 67,980 shares of
Series C Preferred Stock outstanding as of October 6,
2010.
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(2)
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Reflects the number of Depository Shares held. Each Depository
Share represents 1/100th of a share of Series C Preferred
Stock.
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12
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(3)
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The shares beneficially owned by Ms. Bush include
(i) 7,700 shares of common stock held by
Ms. Bushs IRA, and (ii) 4,000 shares held
by a trust of which Ms. Bush is the beneficiary.
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(4)
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The shares beneficially owned by Mr. Corcoran include
(i) 25,000 shares of common stock issuable pursuant to
stock options that are currently exercisable;
(ii) 3,101 shares of common stock issuable upon the
conversion of 4,000 shares of Series A preferred
stock; (iii) 30,000 shares of common stock held by
TCOR Holdings, LLC, of which he is the sole beneficial owner;
(iv) 2,847 shares of common stock held by his IRA;
(v) 78,535 shares of restricted common stock issued
pursuant to stock grants that are unvested and will vest over a
three or four-year period from the date of grant, subject to the
satisfaction of certain conditions; and
(vi) 97,746 shares of common stock subject to
claw-back agreements, portions of which expire annually over the
next two to three years, subject to continued employment.
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(5)
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The shares beneficially owned by Mr. DeNicola include
(i) 184,813 shares of restricted common stock issued
pursuant to stock grants that are unvested and will vest over a
three or four-year period from the date of grant, subject to
satisfaction of certain conditions; (ii) 10 shares
held for his minor children; and (iii) 69,705 shares
of common stock subject to claw-back agreements, portions of
which expire annually over the next two to three years, subject
to continued employment.
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(6)
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The shares beneficially owned by Mr. Lutz include
(i) 36,200 shares owned by Lutz Investments LP, a
family partnership of which Mr. Lutz is a beneficiary, and
(ii) 2,500 shares owned by Mr. Lutzs spouse.
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(7)
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The shares beneficially owned by Mr. Mathewson include
(i) 208,333 shares of common stock held by RGC
Leasing, Inc., of which Mr. Mathewson serves as President
and is a stockholder, and (ii) 7,752 shares of common
stock issuable upon conversion of 10,000 shares of
Series A preferred stock.
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(8)
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The shares beneficially owned by Mr. Pentecost include
(i) 188,813 shares of restricted common stock issued
pursuant to stock grants that are unvested and will vest over a
three to five-year period from the date of grant, subject to
satisfaction of certain conditions, and
(ii) 70,156 shares of common stock subject to
claw-back agreements, portions of which expire annually over the
next two to three years, subject to continued employment.
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(9)
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The shares beneficially owned by Mr. Smith include
(i) 815,851 shares of restricted common stock issued
pursuant to stock grants that are unvested and will vest over a
three to five-year period from the date of grant, subject to
satisfaction of certain conditions, and
(ii) 217,679 shares of common stock subject to
claw-back agreements, portions of which expire annually over the
next two to three years, subject to continued employment.
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(10)
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The shares beneficially owned by Mr. Welch include
(i) 15,000 shares of common stock issuable pursuant to
stock options that are currently exercisable;
(ii) 2,237 shares held in his IRA;
(iii) 3,000 shares held in custodial accounts for his
minor children; (iv) 184,813 shares of restricted
common stock issued pursuant to stock grants that are unvested
and will vest over a three to four-year period from the date of
grant, subject to satisfaction of certain conditions; and
(v) 72,175 shares of common stock subject to claw-back
agreements, portions of which expire annually over the next two
to three years, subject to continued employment.
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(11)
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The shares beneficially owned by Mr. Yellen include
(i) 11,724 shares of common stock held by trusts of
which Mr. Yellen is not the trustee for the benefit of
Mr. Yellens minor children;
(ii) 188,813 shares of restricted common stock issued
pursuant to stock grants that are unvested and will vest over a
three to five-year period from the date of grant, subject to
satisfaction of certain conditions; (iii) 775 shares
of common stock issuable upon the conversion of
1,000 shares of Series A preferred stock held in
Mr. Yellens individual retirement account; and
(iv) 70,156 shares of common stock subject to
claw-back agreements, portions of which expire annually over the
next two to three years, subject to continued employment.
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(12)
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These shares are held in Mr. Yellens individual
retirement account.
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(13)
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See footnotes (3)-(12) above.
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(14)
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Based upon a Schedule 13G (Amendment
No. 14) filed on February 9, 2010. As set forth
in this Schedule, the securities are beneficially owned by one
or more open- or closed-end investment companies or other
managed accounts that are investment management clients of
investment managers that are direct and indirect subsidiaries of
Franklin Resources, Inc. Franklin Resources Inc. reported that
it or its direct and indirect
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13
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subsidiaries had sole voting power with respect to
5,328,147 shares and sole dispositive power with respect to
5,618,615 shares. Includes 2,983,745 shares of common
stock issuable on conversion of preferred stock.
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(15)
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Based upon a Schedule 13G (Amendment No. 4) filed
on February 3, 2010. As set forth in this Schedule, The
Vanguard Group, Inc., an investment advisor, reported that it
had sole voting power with respect to 81,919 shares, and
sole dispositive power with respect to 5,536,566 shares and
shared dispositive power with respect to 81,919 shares.
Also includes 1,320,000 shares (including
120,000 shares owned through Vanguard Investment Australia)
purchased in a secondary equity offering in June 2010.
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14
WHITE
PROXY CARD
PROXY FOR THE SPECIAL MEETING
OF PREFERRED STOCKHOLDERS OF
FELCOR LODGING TRUST INCORPORATED
TO BE HELD NOVEMBER 15, 2010
SOLICITED ON BEHALF OF P. SCHOENFELD ASSET MANAGEMENT LP, P. SCHOENFELD ASSET MANAGEMENT GP
LLC, PETER SCHOENFELD, RICK J. WEBER, ERIK S. MASS, PSAM TEXAS MASTER FUND LTD., PSAM TEXAS FUND LIMITED, PSAM TEXAS FUND L.P.,
SYNAPSE IV LLC, PSAM WORLDARB MASTER FUND LTD., PSAM WORLDARB FUND LIMITED, PSAM WORLDARB PARTNERS
L.P., SYNAPSE IV LLC, WSCI LIMITED PARTNERSHIP, SYNAPSE I LLC, SPARTAN PARTNERS L.P., PERELLA
WEINBERG PARTNERS XERION MASTER FUND LTD., PERELLA WEINBERG PARTNERS XERION EQUITY LP, PERELLA
WEINBERG PARTNERS XERION FUND GP LLC, PERELLA WEINBERG PARTNERS CAPITAL MANAGEMENT LP, PERELLA
WEINBERG PARTNERS CAPITAL MANAGEMENT GP LLC, PERELLA WEINBERG PARTNERS GROUP LP, AND NOMINEES NAMED
BELOW.
THIS SOLICITATION IS NOT BEING MADE BY THE BOARD OF DIRECTORS OF FELCOR LODGING TRUST INCORPORATED.
The undersigned hereby appoints and constitutes each of
Rick J. Weber and Erik S. Mass (acting alone or together) as proxies, with full power of substitution in each, to attend the Special Meeting of
Preferred Stockholders of FelCor Lodging Trust Incorporated, a Maryland corporation (the Company)
to be held on November 15, 2010 at 10:00 a.m. (local time) at the Westin Park Central hotel located at 12720 Merit Drive in Dallas, Texas,
and at any adjournments, postponements or continuations thereof, to cast all votes entitled to be
cast by the shares of the $1.95 Series A Cumulative Convertible Preferred Stock (the Series A
Stock) and 8% Series C Cumulative Redeemable Preferred Stock (the Series C Stock and, together
with Series A Stock, the Preferred Stock) of the Company held or owned by the undersigned as
directed below, and in their discretion upon such other matters as may come before the meeting, and
to otherwise represent the undersigned at the Special Meeting with all powers possessed by the
undersigned if personally present.
WHEN THIS PROXY IS PROPERLY EXECUTED THE VOTES THAT YOU ARE ENTITLED TO CAST WILL BE CAST AS
YOU DIRECT. IF YOU RETURN THIS PROXY, PROPERLY EXECUTED, WITHOUT SPECIFYING A CHOICE, THE VOTES
THAT YOU ARE ENTITLED TO CAST WILL BE CAST FOR ALL NOMINEES AND FOR ANY ADJOURNMENT OF THE
SPECIAL MEETING IF A QUORUM IS NOT PRESENT AT THE TIME OF THE SPECIAL MEETING OR IF OTHERWISE
NECESSARY TO SOLICIT ADDITIONAL PROXIES TO ELECT THE NOMINEES. IF ANY OTHER MATTERS, INCLUDING
PROCEDURAL MATTERS, ARE PROPERLY BROUGHT BEFORE THE SPECIAL MEETING, THE VOTES THAT YOU ARE
ENTITLED TO CAST WILL BE CAST IN THE DISCRETION OF THE PROXIES APPOINTED HEREBY.
SIGN, DATE AND MAIL YOUR PROXY TODAY
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
WHITE
P. SCHOENFELD ASSET MANAGEMENT LP RECOMMEND A VOTE FOR ALL OF THE DIRECTOR NOMINEES LISTED
BELOW.
PLEASE MARK WITH AN (X) THE BOX INDICATING YOUR CHOICE.
Proposal to elect Christopher J. Hartung and C. Brian Strickland as directors of the Company.
To elect: FOR AGAINST ABSTAIN
Christopher J. Hartung
o
o
o
C. Brian Strickland
o
o
o
P. SCHOENFELD ASSET MANAGEMENT LP RECOMMENDS A VOTE FOR AN ADJOURNMENT OF THE SPECIAL
MEETING IF A QUORUM IS NOT PRESENT OR IF OTHERWISE NECESSARY TO SOLICIT ADDITIONAL PROXIES TO
ELECT THE NOMINEES.
Adjournment of Special Meeting if a quorum is not present at the time of the Special Meeting
or if otherwise necessary to solicit additional proxies to elect the Nominees.
Adjournment of FOR
o
AGAINST
o
ABSTAIN
o
Special Meeting if
a quorum is not
present at the time
of the Special
Meeting or if
otherwise
necessary to
solicit additional
proxies to elect
the Nominees:
If the undersigned has previously submitted a proxy card provided by another party with
respect to the matters described above, this proxy is intended to and shall revoke the
undersigneds vote on such proxy card.
Please sign exactly as your name or
names appear on this proxy. When shares
are held jointly, each holder should sign.
When signing as executor, administrator,
attorney, trustee or guardian, please give
full title as such. If the signer is a
corporation, please sign full corporate
name by duly authorized officer, giving
full title as such. If the signer is a
partnership, please sign in partnership
name by authorized person.
Date: ___, 2010
Signature
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
Votes MUST be indicated (x) in BLACK or BLUE ink.
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