-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QMs0lbKVO5Eg4ZD+F0FcraLgcye2L8fk25ePv2oB8727u/LLUpuvgeSONC9PvxCo CmWoUB+9fD7TI6haFGd6MA== 0000950123-10-081368.txt : 20100826 0000950123-10-081368.hdr.sgml : 20100826 20100826172334 ACCESSION NUMBER: 0000950123-10-081368 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100826 DATE AS OF CHANGE: 20100826 GROUP MEMBERS: P. SCHOENFELD ASSET MANAGEMENT GP LLC GROUP MEMBERS: PETER M. SCHOENFELD GROUP MEMBERS: PSAM TEXAS MASTER FUND LTD. GROUP MEMBERS: PSAM WORLDARB MASTER FUND LTD. GROUP MEMBERS: SPARTAN PARTNERS L.P. GROUP MEMBERS: SYNAPSE I LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FelCor Lodging Trust Inc CENTRAL INDEX KEY: 0000923603 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752541756 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43551 FILM NUMBER: 101041414 BUSINESS ADDRESS: STREET 1: 545 E JOHN CARPENTER FREEWAY STREET 2: SUITE 1300 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 9724444900 MAIL ADDRESS: STREET 1: 545 E JOHN CARPENTER FREEWAY STREET 2: SUITE 1300 CITY: IRVING STATE: TX ZIP: 75062 FORMER COMPANY: FORMER CONFORMED NAME: FELCOR LODGING TRUST INC DATE OF NAME CHANGE: 19980810 FORMER COMPANY: FORMER CONFORMED NAME: FELCOR SUITE HOTELS INC DATE OF NAME CHANGE: 19940523 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: P SCHOENFELD ASSET MANAGEMENT LP/NY CENTRAL INDEX KEY: 0001040198 IRS NUMBER: 133891126 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1350 AVENUE OF THE AMERICAS STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126499511 MAIL ADDRESS: STREET 1: 1350 AVENUE OF THE AMERICAS STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: P SCHOENFELD ASSET MANAGEMENT LLC/NY DATE OF NAME CHANGE: 19990326 SC 13D 1 y03892sc13d.htm SC 13D sc13d
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SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.)
FELCOR LODGING TRUST INCORPORATED
(Name of Issuer)
$1.95 Series A Cumulative Convertible Preferred Stock (the “Series A Stock”)
Depositary Shares (the “Depositary Shares”) representing 8% Series C Cumulative
Redeemable Preferred Stock (the “Series C Stock”)
(Title of Class of Securities)
31430F200
31430F507
(CUSIP NUMBER)
Dhananjay M. Pai
P. Schoenfeld Asset Management LP
1350 Avenue of the Americas, 21st Floor
New York, NY 10019
Phone: (212) 649-9500
(Name, address and telephone number of person
authorized to receive notices and communications)
August 19, 2010
(Date of event which requires filing of this statement)
     If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
     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 22 Pages)

     The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes 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).
 
 

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CUSIP Nos.
  
31430F200, 31430F507 
 13D  Page  
2 
   of   
22 
  Pages

 

           
1   NAME OF REPORTING PERSONS

PSAM Texas Master Fund Ltd.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
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
   
  Cayman Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF
SHARES		   -0-
     
8   SHARED VOTING POWER
BENEFICIALLY   15,176 shares of Series A Stock
OWNED BY   3,334 Depositary Shares, representing 33.34 shares of Series C Stock
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 10   SHARED DISPOSITIVE POWER
    15,176 shares of Series A Stock
    3,334 Depositary Shares, representing 33.34 shares of Series C Stock
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  15,176 shares of Series A Stock 
  3,334 Depositary Shares, representing 33.34 shares of Series C Stock
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.1%1
     
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 Definitive Information Statement on Schedule 14C filed on August 13, 2010.

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CUSIP Nos.
  
31430F200, 31430F507 
 13D  Page  
3 
   of   
22 
  Pages

 

           
1   NAME OF REPORTING PERSONS

Spartan Partners L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
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
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF
SHARES		   -0-
     
8   SHARED VOTING POWER
BENEFICIALLY   7,579 shares of Series A Stock 
OWNED BY   1,693 Depositary Shares, representing 16.93 shares of Series C Stock
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 10   SHARED DISPOSITIVE POWER
    7,579 shares of Series A Stock 
    1,693 Depositary Shares, representing 16.93 shares of Series C Stock
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  7,579 shares of Series A Stock 
  1,693 Depositary Shares, representing 16.93 shares of Series C Stock
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.1%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN

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CUSIP Nos.
  
31430F200, 31430F507 
 13D  Page  
4 
   of   
22 
  Pages

 

           
1   NAME OF REPORTING PERSONS

Synapse I LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  N/A
     
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
   
  New York
       
  7   SOLE VOTING POWER
     
    -0-
       
NUMBER OF
SHARES		 8   SHARED VOTING POWER
BENEFICIALLY   7,579 shares of Series A Stock 
OWNED BY   1,693 Depositary Shares, representing 16.93 shares of Series C Stock
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 10   SHARED DISPOSITIVE POWER
    7,579 shares of Series A Stock 
    1,693 Depositary Shares, representing 16.93 shares of Series C Stock
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  7,579 shares of Series A Stock 
  1,693 Depositary Shares, representing 16.93 shares of Series C Stock
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.1%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO

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CUSIP Nos.
  
31430F200, 31430F507 
 13D  Page  
5 
   of   
22 
  Pages

 

           
1   NAME OF REPORTING PERSONS

PSAM WorldArb Master Fund Ltd.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
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
   
  Cayman Islands
       
  7   SOLE VOTING POWER
     
    -0-
       
NUMBER OF
SHARES		 8   SHARED VOTING POWER
BENEFICIALLY   226,210 shares of Series A Stock 
OWNED BY   49,558 Depositary Shares, representing 495.58 shares of Series C Stock
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 10   SHARED DISPOSITIVE POWER
    226,210 shares of Series A Stock 
    49,558 Depositary Shares, representing 495.58 shares of Series C Stock
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  226,210 shares of Series A Stock 
  49,558 Depositary Shares, representing 495.58 shares of Series C Stock
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  1.4%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO

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CUSIP Nos.
  
31430F200, 31430F507 
 13D  Page  
6 
   of   
22 
  Pages

 

           
1   NAME OF REPORTING PERSONS

P. Schoenfeld Asset Management GP LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  N/A
     
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
   
  New York
       
  7   SOLE VOTING POWER
     
    -0-
       
NUMBER OF
SHARES		 8   SHARED VOTING POWER
BENEFICIALLY   331,133 shares of Series A Stock 
OWNED BY   73,335 Depositary Shares, representing 733.35 shares of Series C Stock
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 10   SHARED DISPOSITIVE POWER
    331,133 shares of Series A Stock 
    73,335 Depositary Shares, representing 733.35 shares of Series C Stock
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  331,133 shares of Series A Stock 
  73,335 Depositary Shares, representing 733.35 shares of Series C Stock
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  2.1%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO

Table of Contents

                       
CUSIP Nos.
  
31430F200, 31430F507 
 13D  Page  
7 
   of   
22 
  Pages

 

           
1   NAME OF REPORTING PERSONS

P. Schoenfeld Asset Management LP
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  N/A
     
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
   
  New York
       
  7   SOLE VOTING POWER
     
    -0-
       
NUMBER OF
SHARES		 8   SHARED VOTING POWER
BENEFICIALLY   331,133 shares of Series A Stock 
OWNED BY   73,335 Depositary Shares, representing 733.35 shares of Series C Stock
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 10   SHARED DISPOSITIVE POWER
    331,133 shares of Series A Stock 
    73,335 Depositary Shares, representing 733.35 shares of Series C Stock
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  331,133 shares of Series A Stock 
  73,335 Depositary Shares, representing 733.35 shares of Series C Stock
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  2.1%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IA

Table of Contents

                       
CUSIP Nos.
  
31430F200, 31430F507 
 13D  Page  
8 
   of   
22 
  Pages

 

           
1   NAME OF REPORTING PERSONS

Peter M. Schoenfeld
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  N/A
     
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
   
  United States of America
       
  7   SOLE VOTING POWER
     
    -0-
       
NUMBER OF
SHARES		 8   SHARED VOTING POWER
BENEFICIALLY   331,133 shares of Series A Stock 
OWNED BY   73,335 Depositary Shares, representing 733.35 shares of Series C Stock
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 10   SHARED DISPOSITIVE POWER
    331,133 shares of Series A Stock 
    73,335 Depositary Shares, representing 733.35 shares of Series C Stock
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  331,133 shares of Series A Stock 
  73,335 Depositary Shares, representing 733.35 shares of Series C Stock
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  2.1%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN

                       
CUSIP Nos.
  
31430F200, 31430F507 
 13D  Page  
9 
   of   
22 
  Pages
TABLE OF CONTENTS

Item 1. Security and Issuer
Item 2. Identity and Background
Item 3. Source and Amount of Funds and Other Consideration
Item 4. Purpose of the Transaction
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7. Materials to be Filed as Exhibits
SIGNATURES
EX-99.1
EX-99.2

Table of Contents

Item 1. Security and Issuer.
     This statement on Schedule 13D (the “Schedule 13D”) relates to the Series A Stock and Depositary Shares (collectively with the Series A Stock, the “Shares”) representing the Series C Stock of FelCor Lodging Trust Incorporated, a Maryland corporation (the “Company”). The Series A Stock and Series C Stock are collectively referred to as the “Preferred Stock”. The Company’s principal executive offices are located at 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062.
Item 2. Identity and Background.
     (a) This statement is filed by the entities and persons listed below, all of whom are referred to herein as the “Reporting Persons”:
(i) PSAM Texas Master Fund Ltd., a Cayman Islands exempted company (“Texas”), with respect to the shares of Preferred Stock directly owned by it;
(ii) Spartan Partners LP, a Delaware limited partnership (“Spartan”), with respect to the shares of Preferred Stock directly owned by it;
(iii) Synapse I, LLC, a New York limited liability company (“Synapse I”), as general partner of Spartan, with respect to the shares of Preferred Stock directly owned by Spartan;
(iv) PSAM WorldArb Master Fund Ltd., a Cayman Islands exempted company (“WorldArb”), with respect to the shares of Preferred Stock directly owned by it;
(v) P. Schoenfeld Asset Management LP, a Delaware limited partnership (“PSAM”), which serves as the investment adviser to Spartan, Texas, WorldArb (collectively, the “Funds”), the feeder funds to the Funds and certain managed accounts (the “Accounts”), and has full discretion to make all investment decisions for the Accounts and the Funds, with respect to the shares of Preferred Stock directly owned by each;
(vi) P. Schoenfeld Asset Management GP LLC, a New York limited liability company (“PSAM GP”), which serves as the general partner of PSAM; and
(vii) Mr. Peter M. Schoenfeld (“Mr. Schoenfeld”), who serves as the managing member of Synapse I and PSAM GP.
     (b) The principal business address of each of these Reporting Persons except WorldArb and Texas is 1350 Avenue of the Americas, 21st Floor, New York, New York 10019. The address of the principal business office of WorldArb and Texas is c/o Citco Fund Services (Cayman Islands) Limited, 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands.
     (c) The principal business of each of WorldArb, Spartan and Texas is that of a private investment fund. The principal business of Synapse I is to act as the general partner of Spartan and other private investment funds. The principal business of PSAM is investing for accounts under its management. The principal

 

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31430F200, 31430F507 
 13D  Page  
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business of PSAM GP is serving as the general partner of PSAM. The principal occupation of Mr. Schoenfeld is serving as managing member for each of Synapse I and PSAM GP and other similar entities.
     (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
     (e) None of the Reporting Persons has, during the last five years, 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.
     (f) Spartan is a Delaware limited partnership. PSAM is a Delaware limited partnership. Each of WorldArb and Texas is a Cayman Islands exempted company. Each of PSAM GP and Synapse I is a New York limited liability company. Mr. Schoenfeld is a citizen of the United States of America.
Item 3. Source and Amount of Funds and Other Consideration.
     The Shares beneficially owned in the aggregate by all of the Reporting Persons were acquired by the Reporting Persons with investment funds in accounts under management totaling approximately $6.8 million.
Item 4. Purpose of the Transaction.
     The Reporting Persons acquired the Shares to which this Schedule 13D relates for investment purposes in the ordinary course of business.
     The Company suspended dividends on the Preferred Stock in March 2009. The dividend payment due on July 31, 2010 was the sixth dividend for which dividends on the Preferred Stock have not been paid. According to the terms of the Preferred Stock, as a result of the foregoing failure to pay dividends on the Preferred Stock for six dividend periods, the holders of Preferred Stock are entitled to vote as a single class to elect two persons to serve as directors of the Company until the next annual meeting of stockholders of the Company; provided, however, that the term of such directors will terminate if all delinquent dividends, together with the dividends for the then current quarterly period, on the Preferred Stock are paid or declared or set aside for payment. If any vacancy shall occur among the directors elected by the holders of the Preferred Stock, a successor shall be elected by the Board of Directors of the Company, upon the nomination of the then-remaining director elected by the holders of the Preferred Stock or the successor of such remaining director, to serve until the next annual meeting of the stockholders if such office shall not have previously terminated as provided above. The Reporting Persons do not believe that this limited right deems the shares of Preferred Stock to be voting equity securities subject to the reporting obligations under Section 13(d) of the Act.
     WorldArb has nominated each of Christopher J. Hartung and C. Brian Stickland (together, the “Nominees”) as nominees to be elected as members of the Board of Directors of the Company at a special meeting of holders of Preferred Stock (the “Special Meeting”). PSAM has entered into an agreement with each of the Nominees (each, a “Nominee Agreement”) pursuant to which, among other things, PSAM has agreed to (a) reimburse the Nominees for reasonable, documented

 

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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 form of Nominee Agreement entered into with each of the Nominees is attached as Exhibit 2 hereto.
     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 PSAM and certain of its affiliates, Perella Weinberg Capital Management LP and certain of its affiliates (the “PW Participants”), as participants, and the Nominees, PSAM has entered into a Letter Agreement (the “Letter Agreement”) with Perella Weinberg Partners Xerion Master Fund Ltd. (the “PW Master Fund”) pursuant to which each of the PW 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 PW 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 PW Master Fund to terminate the Letter Agreement and (b) the completion of the Special Meeting.
     Pursuant to the Proxy Statement, the Reporting Persons are 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”). In that regard the Reporting Persons may engage in communications and discussions with other holders of Shares, the PW Participants, 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 the same may be updated or amended from time to time.
     As described above, 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. Nevertheless, the Reporting Persons have determined to take a conservative position with respect to the matter. 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 PW Participants. The Reporting Persons expressly disclaim membership in a group with, and beneficial ownership of any securities beneficially owned by, the PW Participants or any other person. Based on information and belief, the beneficial ownership of the PW Participants is as set forth in the Statement on Schedule 13D initially filed by the PW Participants on August 12, 2010, as amended August 24, 2010, as the same may be updated or amended from time to time.
     As holders of Preferred Stock, the Reporting Persons are considering their options, either alone or with the PW Participants or other holders of Preferred Stock, with respect to the election of directors at the Special Meeting. After discussions with management, the Reporting Persons remain supportive of the Company’s stated business objectives. The Reporting Persons have requested that, in the event the Nominees are elected, the Company cooperate in (i)

 

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providing customary director’s fees, expense reimbursement and indemnification arrangements to the Nominees commensurate with those provided to the Company’s other independent directors and (ii) reimbursing PSAM and the Master Fund for reasonable proxy solicitation expenses, as we believe would be customary.
     Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Company on a continuing basis and may from time to time engage in discussions with management, the Board of Directors, other shareholders of the Company and other relevant parties, including representatives of any of the foregoing, concerning matters with respect to the Reporting Person’s investment in the Shares, including, without limitation, the business, operations, governance, management, strategy and future plans of the Company. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Company’s financial position and strategic direction, actions taken by the Board of Directors, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Company as they deem appropriate, including, without limitation, purchasing additional Shares or selling some or all of their Shares, engaging in hedging or similar transactions with respect to the Shares and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
     The percentages used herein 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 Definitive Information Statement on Schedule 14C filed on August 13, 2010.
     A. Texas
  (a), (b)   The information set forth in Rows 7 through 13 of the cover page hereto for Texas is incorporated herein by reference.
 
  (c)   Texas entered into transactions in the Preferred Stock within the last sixty days which are set forth on Schedule A.
 
  (d)   No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Preferred Stock.
 
  (e)   Not applicable.
     B. Spartan
  (a), (b)   The information set forth in Rows 7 through 13 of the cover page hereto for Spartan is incorporated herein by reference.

 

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  (c)   Spartan entered into transactions in the Preferred Stock within the last sixty days which are set forth on Schedule A.
 
  (d)   No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Preferred Stock.
 
  (e)   Not applicable.
     C. Synapse I
 
  (a), (b)   The information set forth in Rows 7 through 13 of the cover page hereto for Synapse is incorporated herein by reference.
 
  (c)   Synapse I did not directly effect any transactions in the Preferred Stock within the last sixty days.
 
  (d)   No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Preferred Stock.
 
  (e)   Not applicable.
     D. WorldArb
  (a), (b)   The information set forth in Rows 7 through 13 of the cover page hereto for WorldArb is incorporated herein by reference.
 
  (c)   WorldArb entered into transactions in the Preferred Stock within the last sixty days which are set forth on Schedule A.
 
  (d)   No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Preferred Stock.
 
  (e)   Not applicable.
     E. PSAM GP
  (a), (b)   The information set forth in Rows 7 through 13 of the cover page hereto for PSAM GP is incorporated herein by reference.
 
  (c)   PSAM GP did not directly effect any transactions in the Preferred Stock within the last sixty days.
 
  (d)   No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Preferred Stock.

 

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  (e)   Not applicable.
     F. PSAM
  (a), (b)   The information set forth in Rows 7 through 13 of the cover page hereto for PSAM is incorporated herein by reference.
 
  (c)   PSAM effected transactions in the Preferred Stock within the last sixty days on behalf of itself, the Accounts and Funds which are set forth on Schedule A.
 
  (d)   No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Preferred Stock.
 
  (e)   Not applicable.
     G. Mr. Schoenfeld
  (a), (b)   The information set forth in Rows 7 through 13 of the cover page hereto for Mr. Schoenfeld is incorporated herein by reference.
 
  (c)   Mr. Schoenfeld did not directly effect any transactions in the Preferred Stock within the last sixty days.
 
  (d)   No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Preferred Stock.
 
  (e)   Not applicable.
     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 PW Participants. The Reporting Persons expressly disclaim membership in a group with, and beneficial ownership of any securities beneficially owned by, the PW Participants or any other person. Based on information and belief, the beneficial ownership of the PW Participants is as set forth in the PW 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
     The information set forth under Item 4 of this Schedule 13D is incorporated herein by reference.
     Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into a Joint Filing Agreement attached hereto as Exhibit 1, with respect to the joint filing of the Schedule 13D and any amendments or supplements thereto.

 

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     Except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
     Exhibit 1: Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act.
     Exhibit 2: Form of Nominee Agreement
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: August 26, 2010
         
     
  /s/ Peter M. Schoenfeld    
  Peter M. Schoenfeld, (i) individually; (ii) as managing member of (a) P. Schoenfeld Asset Management GP LLC, for itself and as the general partner of P. Schoenfeld Asset Management LP; and (b) Synapse I, LLC for itself and as the general partner of Spartan Partners, LP; and (iii) as director of PSAM WorldArb Master Fund Ltd. and PSAM Texas Master Fund Ltd.   
 

 

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Schedule A
TRANSACTIONS IN THE PREFERRED STOCK EFFECTED ON BEHALF OF THE FUNDS AND THE ACCOUNTS DURING THE PAST 60 DAYS
Unless otherwise indicated, all trades were effected in the open market through brokers.
             
Date of   Amount of Shares   Price Per Share*
Transaction   Purchased (Sold)   ($)
July 1, 2010
  7,900 Series A     20.0005  
July 2, 2010
  30,600 Series A     20.2919  
July 16, 2010
  20,700 Series A     20.3002  
July 16, 2010
  73,335 Depositary Shares     20.2929  
July 27, 2010
  800 Series A     20.2888  
July 29, 2010
   30,800 Series A     20.6211  
July 29, 2010
   100 Series A     20.3200  
August 13, 2010
   1000 Series A     20.2000  
 
*   Including commissions.

 

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EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(k)1
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: August 26, 2010
         
 
  /s/ Peter M. Schoenfeld
 
Peter M. Schoenfeld, (i) individually; (ii) as managing member of (a) P. Schoenfeld Asset Management GP LLC, for itself and as the general partner of P. Schoenfeld Asset Management LP; and (b) Synapse I, LLC for itself and as the general partner of Spartan Partners, LP; and (iii) as director of PSAM WorldArb Master Fund Ltd. and PSAM Texas Master Fund Ltd. 		   

 

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EXHIBIT 2
Form of Nominee Agreement
P. SCHOENFELD ASSET MANAGEMENT LP
August __, 2010
To:                                         
Dear                                         :
     This will confirm our understanding as follows:
     You agree that you are willing, should we decide to proceed, to become a member of a slate of nominees (the “Slate”) to stand for election as directors of FelCor Lodging Trust Incorporated (“FelCor”) at a special meeting of holders of FelCor preferred stock, and at any adjournments, postponements or continuations thereof (“Special Meeting”).
     You understand that it may be difficult, if not impossible, to replace nominees who, such as yourself, have agreed to serve on the Slate and later change their minds and determine not to seek election. Accordingly, the Slate is relying upon your agreement to seek election. In that connection, you are being supplied with a questionnaire in which you will provide P. Schoenfeld Asset Management LP (“PSAM”) with information necessary for PSAM to make appropriate disclosure both to FelCor and for use in creating the proxy material that may be sent to preferred stockholders of FelCor and filed with the Securities and Exchange Commission (“SEC”). You have agreed that (i) you will immediately complete and sign the questionnaire and return it to me by fax or email and (ii) your responses to the questions contained therein will be true and correct in all respects. In addition, you have agreed that, concurrently with your execution of this letter, you will execute the instrument attached hereto as Annex I, directed to FelCor, informing FelCor that you consent to being nominated by PSAM for election as a director of FelCor and, if elected, consent to serving as a director of FelCor. Upon being notified that we have chosen you, we may forward that consent and your completed questionnaire (or summaries thereof) to FelCor.
     You understand and acknowledge that PSAM and its affiliates may be required to make various filings with the SEC in connection with your nomination as a director and any related proxy solicitation, and may also be required to respond to comment letters and other SEC correspondence relating thereto. In connection therewith, you hereby agree and authorize PSAM and its legal representatives to make the following representation to the SEC on your behalf, substantially in the form of the following statement: “[Your Name] acknowledges that (i) he is responsible for the adequacy and accuracy of the disclosure in [the applicable filing], (ii) SEC Staff comments or changes to disclosure in response to SEC Staff comments do not foreclose the SEC from taking any action with respect to the filing, and (iii) he may not assert SEC Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.”
     As has been discussed with you, during the period that you are a nominee, PSAM may ask your cooperation and assistance with certain matters in connection

 

 

                       
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with your nomination and the Special Meeting. Examples of such matters would include, if requested, meetings or conference calls with Institutional Shareholder Services (ISS) and other preferred stockholders. PSAM agrees to reimburse you for reasonable, documented expenses (including legal expenses) incurred in connection with your nomination and the Special Meeting, provided that such expenses are incurred at or prior to the Special Meeting.
     PSAM hereby agrees that, so long as you actually serve on the Slate, PSAM will defend, indemnify and hold you harmless from and against any and all losses, damages, penalties, judgments, awards, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) incurred by you in the event that (i) based on your role as a nominee for director of FelCor on the Slate, you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof (a “Proceeding”) or (ii) you are called to testify or give a deposition in any Proceeding (whether or not you are a party or are threatened to be made a party to such Proceeding), including, in each case, the advancement to you of all reasonable attorneys’ costs and expenses incurred by you in connection with any Proceeding. Your right of indemnification hereunder shall continue (i) in the event that PSAM determines to withdraw the Slate or remove you from the Slate and (ii) after the election has taken place but only for events which occur prior to such election and subsequent to the date hereof. Anything to the contrary herein notwithstanding, PSAM is not indemnifying you for any action taken by you or on your behalf which occurs prior to the date hereof or subsequent to the Special Meeting or such earlier time as you are no longer a nominee of the Slate for election to FelCor’s Board of Directors or for any actions taken by you as a director of FelCor, if you are elected. Nothing herein shall be construed to provide you an indemnity: (i) in the event you are found to have engaged in a violation of any provision of state or federal law in connection with your participation in the Slate unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate; (ii) if you acted in a manner which constitutes gross negligence or willful misconduct or (iii) in the event of a material misrepresentation of fact in any information about you provided by you to PSAM for inclusion in any proxy statement or other solicitation materials to be used by PSAM in connection with the Special Meeting. In the event that you shall make any claim for indemnification hereunder, you shall promptly notify PSAM in the event of any third-party claims actually made against you or known by you to be threatened. In addition, with respect to any such claim, PSAM shall be entitled to control your defense with counsel chosen by PSAM and reasonably satisfactory to you, unless based on the advice of counsel you reasonably object to PSAM controlling the defense on the ground that there may be legal defenses available to you which conflict with those available to PSAM, in which case you shall choose your own counsel and such counsel’s reasonable costs and expenses shall be paid for by PSAM. You shall have the right to employ a separate counsel, at your own cost, when PSAM is controlling the defense. PSAM shall not be responsible for any settlement of any claim against you covered by this indemnity without its prior written consent. However, PSAM may not enter into any settlement of any such claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.
     Each of us recognizes that should you be elected to the Board of Directors of FelCor all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duty to the stockholders of FelCor

 

 

                       
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and, as a result, that there is, and can be, no agreement between you and PSAM which governs the decisions which you will make as a director of FelCor.
     PSAM hereby represents and warrants that any materials filed by PSAM with the SEC in connection with the Special Meeting will not, at the time such materials are filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however that we make no representation or warranty with respect to any information supplied by you or your representatives which is contained in any such filing.
     This agreement shall be interpreted and enforced in accordance with the laws of the State of New York. This agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement
[Signature page follows.]

 

 

                       
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     Should the foregoing agree with your understanding, please so indicate in the space provided below, whereupon this letter will become a binding agreement between us.
             
    Very truly yours,    
 
    P. SCHOENFELD ASSET MANAGEMENT LP    
 
            
 
  By:        
 
  Name:  
 
    
 
  Title:        
Agreed to and Accepted as of the date first above written:
 
Name:

 

 

                       
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ANNEX I
WRITTEN CONSENT OF NOMINEE TO BE NAMED IN A
PROXY STATEMENT AND TO SERVE AS A DIRECTOR
I,                                          hereby consent to being named as a nominee for the board of directors of FelCor Lodging Trust Incorporated (the “Company”) with any proxy, consent or information statement issued relating to the election of directors of the Company at any Special Meeting of holders of preferred stock or otherwise. Furthermore, I agree to serve as a director of the Company if so elected.
Dated as of                                         , 2010.
 
Name:  

 

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