| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
|
|
| SCHEDULE 13D |
| Under the Securities Exchange Act of 1934 |
| (Amendment No. 3) |
| FELCOR LODGING TRUST INCORPORATED |
| (Name of Issuer) |
| COMMON STOCK |
| $.01 PAR VALUE |
| (Title of Class of Securities) |
| 31430F101 |
| (CUSIP Number) |
| SCH MINORITY HOLDINGS, LLC |
| SIX CONTINENTS HOTELS, INC. |
| ICH GROUP RESOURCES, INC. |
| INTERCONTINENTAL HOTELS GROUP PLC |
| (Names of Persons Filing Statement) |
| THOMAS J. REID |
| Davis Polk & Wardwell |
| 99 Gresham Street |
| London EC2V 7NG |
| Tel. No.: +44 20 7418 1355 |
| (Name, Address and Telephone Number of |
| Person Authorized to Receive Notices |
| and Communications) |
| February 9, 2006 |
| (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 statement because of Rule 13d-1(b)(3) or (4), check the following: o
Check the following box if a fee is being paid with this statement: o
| CUSIP No. 31430F101 | 13D |
| 1 | NAME OF REPORTING
PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON INTERCONTINENTAL HOTELS GROUP PLC |
||
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* (a) x (b) o | ||
| 3 | SEC USE
ONLY | ||
| 4 | SOURCE OF
FUNDS* OO |
||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION UK |
||
| NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
532,428 |
|
| 8 | SHARED VOTING POWER
|
||
| 9 | SOLE DISPOSITIVE POWER
532,428 |
||
| 10 | SHARED DISPOSITIVE
POWER |
||
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 532,428 |
||
| 12 | CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o | ||
| 13 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% |
||
| 14 | TYPE OF REPORTING
PERSON* CO |
||
| CUSIP No. 31430F101 | 13D |
| 1 | NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SCH MINORITY HOLDINGS LLC |
||
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* (a) x (b) o | ||
| 3 | SEC USE
ONLY | ||
| 4 | SOURCE OF
FUNDS* OO |
||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DE |
||
| NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
|
|
| 8 | SHARED VOTING POWER
0 |
||
| 9 | SOLE DISPOSITIVE POWER
|
||
| 10 | SHARED DISPOSITIVE
POWER 0 |
||
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 0 |
||
| 12 | CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o | ||
| 13 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
||
| 14 | TYPE OF REPORTING
PERSON* OO |
||
| CUSIP No. 31430F101 | 13D |
| 1 | NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SIX CONTINENTS HOTELS, INC. |
||
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* (a) x (b) o | ||
| 3 | SEC USE
ONLY | ||
| 4 | SOURCE OF
FUNDS* OO |
||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DE |
||
| NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
|
|
| 8 | SHARED VOTING POWER
532,428 |
||
| 9 | SOLE DISPOSITIVE POWER
|
||
| 10 | SHARED DISPOSITIVE
POWER 532,428 |
||
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 532,428 |
||
| 12 | CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o | ||
| 13 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% |
||
| 14 | TYPE OF REPORTING
PERSON* CO |
||
| CUSIP No. 31430F101 | 13D |
| 1 | NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON INTERCONTINENTAL HOTELS GROUP RESOURCES, INC. |
||
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* (a) x (b) o | ||
| 3 | SEC USE
ONLY | ||
| 4 | SOURCE OF
FUNDS* OO |
||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DE |
||
| NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
|
|
| 8 | SHARED VOTING POWER
0 |
||
| 9 | SOLE DISPOSITIVE POWER
|
||
| 10 | SHARED DISPOSITIVE
POWER 0 |
||
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 0 |
||
| 12 | CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o | ||
| 13 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
||
| 14 | TYPE OF REPORTING
PERSON* CO |
||
This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Statement on Schedule 13D (the “Schedule 13D”) originally filed on November 9, 1998 by Holiday Corporation, a Delaware corporation (“HC”), Bass America, Inc., a Delaware corporation (“BAI”), and Bass PLC, a public limited company organized under the laws of England and Wales (“Bass”) (the “Original Statement”), as amended by Amendment No. 1 to the Schedule 13D filed with the Commission on February 29, 2000 (“Amendment No. 1”) and Amendment No. 2 to the Schedule 13D filed with the Commission on October 11, 2002 (“Amendment No. 2”), relating to the shares (the “Shares”) of Common Stock, $0.01 par value per share, of FelCor Lodging Trust Incorporated, a Maryland corporation (the “Issuer”).
All capitalized terms used in this Amendment No. 3 without definition have the meanings attributed to them in the Original Statement, as amended by Amendment No. 1 and Amendment No. 2.
The items of the Schedule 13D set forth below are hereby amended and supplemented as follows:
Item 2. Identity and Background.
Item 2 is amended by amending and restating such Item in its entirety as follows:
“The name of the persons filing this statement are SCH Minority Holdings, LLC, a Delaware limited liability company (“SCHMH”), Six Continents Hotels, Inc., a Delaware corporation (“SCH”), InterContinental Hotels Group Resources, Inc., a Delaware corporation (“IGR”, a successor in interest to Bristol Hotels & Resorts, a Delaware corporation), and InterContinental Hotels Group PLC, a public limited company organized under the laws of England and Wales (“IHG”, and together with SCHMH, SCH and IGR, the “IHG Entities” or the “Reporting Persons”).
The address of the principal business and the principal office of SCHMH is Three Ravinia Drive, Suite 100, Atlanta, Georgia 30346. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of SCHMH is set forth on Schedule A.
The address of the principal business and the principal office of SCH is Three Ravinia Drive, Suite 100, Atlanta, Georgia 30346. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of SCH is set forth on Schedule B.
The address of the principal business and the principal office of IGR is Three Ravinia Drive, Suite 100, Atlanta, Georgia 30346. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of IGR is set forth on Schedule C.
The address of the principal business and the principal office of IHG is 67 Alma Road, Windsor, Berkshire, SL4 3HD, United Kingdom. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of Six Continents is set forth on Schedule D.
Effective April 15, 2003, Six Continents PLC separated into two new listed entities, InterContinental Hotels Group PLC, comprising the hotels and soft drinks businesses and Mitchells & Butlers plc, comprising the retail and standard commercial property developments business.
IHG is a public limited company organized under the laws of England and Wales and is the ultimate parent of SCHMH, SCH and IGR. The business of IHG and its subsidiaries comprises the ownership, management, leasing and franchising of hotels and resorts. The sole activity of SCHMH is the ownership of Shares. SCH owns, operates and franchises hotels under the names “Crowne Plaza”, “Holiday Inn”, “Holiday Inn Express” and “Staybridge Suites”. IGR leases and manages hotels in North America.
During the last five years, none of the IHG Entities, nor any other person controlling, controlled by or under common control with the IHG Entities, nor to the best of their knowledge, any of the persons listed on Schedules A, B, C and D attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.”
Item 4. Purpose of Transaction.
Item 4 is amended by inserting the following paragraphs immediately after the fourth paragraph thereof:
“Each of SCHMH, SCH and IGR entered into separate Purchase Agreements with RREEF America L.L.C. (“RREEF”), dated as of February 9, 2006, pursuant to which SCHMH sold 7,161,697 Shares, SCH sold 1,924,618 Shares and IGR sold 413,685 Shares at a price of $19 per Share.
In connection with the transactions contemplated by the Purchase Agreements entered into by the IHG Entities, the Issuer’s Board of Directors exempted RREEF from certain provisions in the Issuer’s Articles of Amendment and Restatement that prohibit ownership by any person of more than 9.9% of the outstanding Shares. As a result of the disposition of Shares by IHG Entities pursuant to the Purchase Agreements, IHG Entities decreased their ownership interest in the Issuer from approximately 17.1% to 0.9% .”
Item 5. Interest in Securities of the Issuer.
Item 5 is amended by amending and restating such Item in its entirety as follows:
“(a)(i) For the purpose of Rule 13d-3 promulgated under the Exchange Act, SCHMH sold 7,161,67 Shares and no longer beneficially owns any Shares of the Issuer;
(a)(ii) For the purpose of Rule 13d-3 promulgated under the Exchange Act, SCH sold 1,924,618 Shares and now beneficially owns 532,428 Shares, representing approximately 0.9% of the outstanding Shares of the Issuer;
(a)(iii) For the purposes of Rule 13d-3 promulgated under the Exchange Act, IGR sold 413,685 Shares and no longer beneficially owns any Shares of the Issuer; and
(a)(iv) IHG, the indirect parent of SCHMH, SCH and IGR, for purposes of Rule 13d-3 promulgated under the Exchange Act, beneficially owns 532,428 Shares (the total Shares owned by SCHMH, SCH and IGR), representing approximately 0.9% of the outstanding Shares of the Issuer.
Except as set forth in this Item 5(a), none of the IHG Entities, nor any other person controlling, controlled by or under common control with, the IHG Entities, nor, to the best of their knowledge, any persons named in Schedules A, B, C or D hereto owns beneficially any Shares.
Due to the sale of the Shares, each IHG Entity ceased to be a beneficial owner of more than 5% of the outstanding Shares of the Issuer.
(b) SCH has shared power to vote and to dispose of 532,428 Shares and IHG has shared power to vote and to dispose of 532,428 Shares.
(c) None, other than the reported event described in Item 4.
(d) Not applicable.
(e) Not applicable.”
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except as set forth above, there are no contracts, arrangements, understandings or relationships between the IHG Entities and any other person with respect to any Shares of the Issuer.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended by adding the following language at the end thereof:
| “Exhibit 10: | Purchase Agreement, dated as of February 9, 2006, between SCHMH and RREEF. | |
| Exhibit 11: | Purchase Agreement, dated as of February 9, 2006, between SCH and RREEF. | |
| Exhibit 12: | Purchase Agreement, dated as of February 9, 2006, between IGR and RREEF. |
Schedule A is deleted in its entirety and replaced with Schedule A attached hereto.
Schedule B is deleted in its entirety and replaced with Schedule B attached hereto.
Schedule C is deleted in its entirety and replaced with Schedule C attached hereto.
Schedule D is deleted in its entirety and replaced with Schedule D attached hereto.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 10, 2006
| SCH MINORITY HOLDINGS, LLC | |||
| By: | /s/ Michael L. Goodson | ||
|
|
|||
| Name: | Michael L. Goodson | ||
| Title: | Attorney-in-fact | ||
| SIX CONTINENTS HOTELS, INC. | |||
| By: | /s/ Michael L. Goodson | ||
|
|
|||
| Name: | Michael L. Goodson | ||
| Title: | Attorney-in-fact | ||
| ICH GROUP RESOURCES, INC. | |||
| By: | /s/ Michael L. Goodson | ||
|
|
|||
| Name: | Michael L. Goodson | ||
| Title: | Attorney-in-fact | ||
| INTERCONTINENTAL HOTELS GROUP PLC | |||
| By: | /s/ Richard Solomons | ||
|
|
|||
| Name: | Richard Solomons | ||
| Title: | Finance Director | ||
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF SCHMH
The name, business address, title, present principal occupation or employment of each of the directors and executive officers of SCHMH are set forth below. If no business address is given the director’s or officer’s business address is Three Ravinia Drive, Suite 100, Atlanta, GA 30346. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to SCH. Unless otherwise indicated, all of the persons listed below are citizens of the United States of America.
| Present Principal Occupation | |||
| Name and Business Address | Including Name and Address(1) of Employer | ||
| Directors | |||
| Robert J. Chitty | Director and Vice President, Tax & | ||
| Treasurer of SCHMH; Vice President, Tax & | |||
| Treasurer | |||
| Julian Fortuna | Director of SCHMH; Vice President & General | ||
| Tax Counsel |
| Present Principal Occupation | |||
| Name and Business Address | Including Name and Address(2) of Employer | ||
| Executive Officers | |||
| (Who Are Not Directors) | |||
| Not Applicable. |
|
|
|
| (1) | Same address as director’s or officer’s business address except where indicated. |
| (2) | Same address as director’s or officer’s business address except where indicated. |
SCHEDULE B
DIRECTORS AND EXECUTIVE OFFICERS OF SCH
The name, business address, title, present principal occupation or employment of each of the directors and executive officers of SCH are set forth below. If no business address is given the director’s or officer’s business address is Three Ravinia Drive, Suite 100, Atlanta, GA 30346. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to SCH. Unless otherwise indicated, all of the persons listed below are citizens of the United States of America.
| Present Principal Occupation | |||
| Name and Business Address | Including Name and Address(1) of Employer | ||
| Directors | |||
| Angela I. Brav | Director, Senior Vice President, Americas, | ||
| Franchise & Operations Support | |||
| Robert L. Jackman | Director, Senior Vice President, | ||
| General Counsel and Secretary | |||
| Kirk Kinsell | Director, Senior Vice President and | ||
| Chief Development Officer, Business Development | |||
| and Franchise Sales | |||
| Richard R. Kowaleski | Director, Senior Vice President, Americas, | ||
| Finance | |||
| Stevan D. Porter | Director, President, Americas | ||
| Kate S. Stillman | Director, Senior Vice President, Americas | ||
| Human Resources, Corporate Affairs & Training | |||
| Mark Wells | Director, Senior Vice President, Americas | ||
| Brand Performance |
| Present Principal Occupation | |||
| Name and Business Address | Including Name and Address(2) of Employer | ||
| Executive Officers | |||
| (Who Are Not Directors) | |||
| Robert J. Chitty | Vice President, Tax and Treasury | ||
| Robert C. Gunkel | Vice President, Project Finance | ||
| John K. Merkin | Vice President, Franchise Operations |
|
|
|
| (1) | Same address as director’s or officer’s business address except where indicated. |
| (2) | Same address as director’s or officer’s business address except where indicated. |
SCHEDULE C
DIRECTORS AND EXECUTIVE OFFICERS OF IGR
The name, business address, title, present principal occupation or employment of each of the directors and executive officers of IGR are set forth below. If no business address is given the director’s or officer’s business address is Three Ravinia Drive, Suite 100, Atlanta, Georgia 30346. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to SCH. Unless otherwise indicated, all of the persons listed below are citizens of the United States of America.
| Present Principal Occupation | |||
| Name and Business Address | Including Name and Address(1) of Employer | ||
| Directors | |||
| David A. Hom | Director, Vice President, Associate General | ||
| Counsel and Assistant Secretary | |||
| Thomas P. Murray | Director, Chief Operating Officer, Americas | ||
| Stevan D. Porter | Director, President, Americas |
| Present Principal Occupation | |||
| Name and Business Address | Including Name and Address(2) of Employer | ||
| Executive Officers | |||
| (Who Are Not Directors) | |||
| James F. Anhut | Regional Senior Vice President, Staybridge Suites | ||
| Robert C. Gunkel | Vice President, Project Finance | ||
| Alexi S. Hakim | Vice President, Hotel Operations |
|
|
|
| (1) | Same address as director’s or officer’s business address except where indicated. |
| (2) | Same address as director’s or officer’s business address except where indicated. |
SCHEDULE D
DIRECTORS AND EXECUTIVE OFFICERS OF INTERCONTINENTAL HOTELS GROUP PCS
The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Six Continents are set forth below. If no business address is given the director’s or officer’s business address is 20 North Audley Street, London W1K 6WN, United Kingdom. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Six Continents. Unless otherwise indicated, all of the persons listed below are citizens of the United Kingdom.
| Present Principal Occupation | |||
| Name and Business Address | Including Name and Address(1) of Employer | ||
| Directors | |||
| David Webster | Non-Executive Chairman | ||
| Andrew Cosslett | Chief Executive and Director | ||
| Richard Hartman | Executive Director and Managing Director of EMEA | ||
| Stevan Porter | Executive Director and President, the Americas | ||
| Richard Solomons | Director and Finance Director | ||
| David Kappler | Non-Executive Director | ||
| Ralph Kugler | Non-Executive Director | ||
| Jennifer Laing | Non-Executive Directro | ||
| Robert C. Larson | Non-Executive Director | ||
| Jonathan Linen | Non-Executive Director | ||
| Sir David Prosser | Non-Executive Director | ||
| Sir Howard Stringer | Non-Executive Director |
| Present Principal Occupation | |||
| Name and Business Address | Including Name and Address(2) of Employer | ||
| Executive Officers | |||
| (Who Are Not Directors) | |||
| Peter Gowers | Executive Vice President, Global Brand Services | ||
| A. Patrick Imbardelli | Managing Director, Asia Pacific | ||
| Jim Larson | Executive Vie President, Human Resources | ||
| Richard Winter | Executive Vice President, Corporate Services | ||
| Group Company Secretary and General Counsel |
|
|
|
| (1) | Same address as director’s or officer’s business address except where indicated. |
| (2) | Same address as director’s or officer’s business address except where indicated. |