- Amended Statement of Beneficial Ownership (SC 13D/A)
24 Agosto 2010 - 7:01AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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_______________
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SCHEDULE
13D/A
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(Amendment
No. 1)*
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FelCor
Lodging Trust Incorporated
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(Name
of Issuer)
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$1.95
Series A Cumulative Convertible Preferred Stock
Depositary
Shares representing 8% Series C Cumulative Redeemable Preferred
Stock
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(Title
of Class of Securities)
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|
|
Aaron
Hood
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Perella
Weinberg Partners Capital Management LP
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767
Fifth Avenue
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New
York, NY 10153
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(Name,
Address and Telephone Number of Person
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Authorized
to Receive Notices and Communications)
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(Date
of Event which Requires
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Filing
of this Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
NOTE:
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
(Continued
on following pages)
(Page 1
of 10 Pages)
--------------------------
The
information required on 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
("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).
CUSIP
No.
|
31430F200
31430F507
|
SCHEDULE
13D/A
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Page
2
of 10
Pages
|
1
|
NAME
OF REPORTING PERSON
PERELLA
WEINBERG PARTNERS XERION MASTER FUND LTD.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (see instructions)
WC
(see Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
596,654
shares of $1.95 Series A Cumulative Convertible Preferred Stock (the
“Series A Stock”)
839,283
depositary shares (the “Depositary Shares”), representing 8,393 shares of
8% Series C Cumulative Redeemable Preferred Stock (the “Series C
Stock”)
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions)
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
1
The
percentages used herein and in the rest of the Schedule 13D are calculated based
upon an aggregate of 19,678,475 shares of Series A Stock and Depositary Shares
currently outstanding, which consists of 12,880,475 shares of Series A Stock
currently outstanding and 6,798,000 Depositary Shares representing 67,980 shares
of Series C Stock currently outstanding, as reported in the Company's
Preliminary Information Statement on Schedule 14C filed on July 26,
2010.
CUSIP
No.
|
31430F200
31430F507
|
SCHEDULE
13D/A
|
Page
3
of 10
Pages
|
1
|
(see
instructions)NAME OF REPORTING PERSON
PERELLA
WEINBERG PARTNERS XERION EQUITY LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (see instructions)
WC
(see Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions)
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
|
14
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
CUSIP
No.
|
31430F200
31430F507
|
SCHEDULE
13D/A
|
Page
4
of 10
Pages
|
1
|
NAME
OF REPORTING PERSON
PERELLA
WEINBERG PARTNERS XERION FUND GP LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (see instructions)
WC
(see Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions)
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
|
14
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
CUSIP
No.
|
31430F200
31430F507
|
SCHEDULE
13D/A
|
Page
5
of 10
Pages
|
1
|
NAME
OF REPORTING PERSON
PERELLA
WEINBERG PARTNERS CAPITAL MANAGEMENT LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (see instructions)
WC
(see Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions)
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
|
14
|
TYPE
OF REPORTING PERSON (see instructions)
IA
|
CUSIP
No.
|
31430F200
31430F507
|
SCHEDULE
13D/A
|
Page
6
of 10
Pages
|
1
|
NAME
OF REPORTING PERSON
PERELLA
WEINBERG PARTNERS CAPITAL MANAGEMENT GP LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (see instructions)
WC
(see Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions)
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
|
14
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
CUSIP
No.
|
31430F200
31430F507
|
SCHEDULE
13D/A
|
Page
7
of 10
Pages
|
1
|
NAME
OF REPORTING PERSON
PERELLA
WEINBERG PARTNERS GROUP LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (see instructions)
WC
(see Item 3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions)
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
|
14
|
TYPE
OF REPORTING PERSON (see instructions)
HC
|
CUSIP
No.
|
31430F200
31430F507
|
SCHEDULE
13D/A
|
Page
8
of 10
Pages
|
Item
1.
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SECURITY
AND ISSUER
|
This
Schedule 13D/A (this “Amendment No. 1”) amends the Schedule 13D filed on August
12, 2010 (the “Original Schedule 13D” and the Original Schedule 13D as amended
hereby, the “Schedule 13D”) relating to the $1.95 Series A Cumulative
Convertible Preferred Stock (the “Series A Stock”) and depository shares (the
“Depositary Shares”, and together with the Series A Stock, the “Shares”)
representing the 8% Series C Cumulative Redeemable Preferred Stock (the “Series
C Stock”, and together with the Series A Stock, the “Preferred Stock”), of
FelCor Lodging Trust Incorporated, a Maryland corporation (the “Company”).
Capitalized terms used herein and not otherwise defined in this Amendment No. 1
have the meanings set forth in the Original Schedule 13D. This
Amendment No.1 amends Items 4, 5 and 6 as set forth
below.
Item
4.
|
PURPOSE
OF TRANSACTION.
|
Item 4 of
the Schedule 13D is hereby amended and supplemented by the addition of the
following:
As
disclosed in the Preliminary Proxy Statement (the “Proxy Statement”) with
respect to the Company filed with the Securities Exchange Commission on Schedule
14A on August 19, 2010 by P. Schoenfeld Asset Management LP (“PSAM”), certain of
its affiliates (together with PSAM, the “PSAM Reporting Persons”), the Reporting
Persons, as participants, and Christopher J. Hartung (“Mr. Hartung”) and C.
Brian Stickland, as participants (together with Mr. Hartung, the “Nominees”),
the Master Fund has entered into a Letter Agreement (the “Letter
Agreement”) with PSAM pursuant to which each of the Master Fund and
PSAM have agreed to be responsible for one-half of certain costs and
expenses incurred in connection with nominating the Nominees for election
as Directors of the Company at a special meeting of the holders of the Preferred
Stock (the “Special Meeting”) and soliciting proxies for the election of the
Nominees as Directors,
provided
,
however
, that the
Master Fund will not be responsible for aggregate payments in excess 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.
Pursuant
to the Proxy Statement, PSAM is soliciting proxies from the holders of the
Preferred Stock to vote at the Special Meeting for the Nominees to serve as
Directors of the Company and to vote to adjourn the Special Meeting if a quorum
is not present at the Special Meeting or if otherwise necessary to solicit
additional proxies to elect the Nominees (the "Proxy
Solicitation"). As a result of the Letter Agreement, the Reporting
Persons are participants in the solicitation of proxies pursuant to the Proxy
Statement and in that regard may also solicit proxies and engage in
communications and discussions with other holders of Preferred Stock, PSAM, the
Company and other relevant parties in connection with the Proxy Solicitation and
the nomination of the Nominees. This description of the Proxy
Statement is a summary only and is qualified in its entirety by reference to the
Proxy Statement, as filed with the Securities and Exchange Commission on August
19, 2010.
As
previously disclosed in the Original Schedule 13D, the Reporting Persons do not
believe that the limited voting rights of the Preferred Stock deems the shares
of Preferred Stock to be voting, equity securities subject to the reporting
obligations under Section 13(d) of the Act. However, as previously
disclosed in the Original Schedule 13D, the Reporting Persons have determined to
take a conservative position and voluntarily file this Schedule
13D. Accordingly, as a result of the Letter Agreement, the Reporting
Persons may be deemed to have formed a group within the meaning of Rule 13d-5(b)
under the Act with the PSAM Reporting Persons. The Reporting Persons
expressly disclaim membership in a group with, and beneficial ownership of any
securities beneficially owned by, the PSAM Reporting Persons or any other
person. Based on information and belief, the beneficial ownership of
the PSAM Reporting Persons is as set forth in the Proxy Statement, as the same
may be updated or amended from time to time, or as may be disclosed by the PSAM
Reporting Persons in any beneficial ownership reports filed pursuant to Section
13(d) and (g) of the Act.
CUSIP
No.
|
31430F200
31430F507
|
SCHEDULE
13D/A
|
Page
9
of 10
Pages
|
Item
5.
|
INTEREST
IN SECURITIES OF THE COMPANY.
|
Item 5 of
the Schedule 13D is hereby amended and supplemented by the addition of the
following:
As
indicated in, and solely to the extent expressed in, Item 4, the Reporting
Persons may be deemed members of a "group" within the meaning of Rule 13d-5(b)
under the Act with the PSAM Reporting Persons. The Reporting Persons expressly
disclaim membership in a group with, and beneficial ownership of any securities
beneficially owned by, the PSAM Reporting Persons or any other
person. Based on information and belief, the beneficial ownership of
the PSAM Reporting Persons is as set forth in the Proxy Statement, as the same
may be updated or amended from time to time, or as may be disclosed by the PSAM
Reporting Persons in any beneficial ownership reports filed pursuant to Section
13(d) and (g) of the Act.
Item
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER.
|
Item 6 of
the Schedule 13D is hereby amended and supplemented by the addition of the
following:
The
information set forth under Item 4 of this Amendment No. 1 is incorporated
herein by reference.
CUSIP
No.
|
31430F200
31430F507
|
SCHEDULE
13D/A
|
Page
10
of 10
Pages
|
SIGNATURES
After
reasonable inquiry and to the best of his or its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: August 23,
2010
|
PERELLA
WEINBERG PARTNERS XERION MASTER FUND LTD.
|
|
|
|
|
|
Name: Aaron
Hood
|
|
Title: Authorized
Person
|
|
|
|
PERELLA
WEINBERG PARTNERS XERION EQUITY LP
|
|
|
|
|
|
Name: Aaron
Hood
|
|
Title: Partner
and Authorized Person
|
|
|
|
PERELLA
WEINBERG PARTNERS XERION FUND GP LLC
|
|
|
|
|
|
Name: Aaron
Hood
|
|
Title: Authorized
Person
|
|
|
|
PERELLA
WEINBERG PARTNERS CAPITAL MANAGEMENT LP
|
|
|
|
|
|
Name: Aaron
Hood
|
|
Title: Partner
and Authorized Person
|
|
|
|
PERELLA
WEINBERG PARTNERS CAPITAL MANAGEMENT GP LLC
|
|
|
|
|
|
Name: Aaron
Hood
|
|
Title: Authorized
Person
|
|
|
|
PERELLA
WEINBERG PARTNERS GROUP LP
|
|
|
|
|
|
Name: Aaron
Hood
|
|
Title: Partner
and Authorized Person
|
|
|
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