sc13dza

0000950123-10-083465.txt : 20100902 0000950123-10-083465.hdr.sgml : 20100902 20100902172549 ACCESSION NUMBER: 0000950123-10-083465 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100902 DATE AS OF CHANGE: 20100902 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43551 FILM NUMBER: 101055719 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/A 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/A 1 y03915sc13dza.htm SC 13D/A sc13dza

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)

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)

September 2, 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 11 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).

TABLE OF CONTENTS


	Item 7. Materials to be Filed as Exhibits
SIGNATURES
EX-99.3


CUSIP Nos.		31430F200, 31430F507	SCHEDULE 13D/A	Page		2		of		12	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)

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

(7)

SOLE VOTING POWER

NUMBER OF

-0-

(8)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

15,176 shares of Series A Stock
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)

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1%¹

(14)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

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.


CUSIP Nos.		31430F200, 31430F507	SCHEDULE 13D/A	Page		3		of		12	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)

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

(7)

SOLE VOTING POWER

NUMBER OF

-0-

(8)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

7,579 shares of Series A Stock
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)

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1%

(14)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP Nos.		31430F200, 31430F507	SCHEDULE 13D/A	Page		4		of		12	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)

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

(7)

SOLE VOTING POWER

NUMBER OF

-0-

(8)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

7,579 shares of Series A Stock
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)

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1%

(14)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP Nos.		31430F200, 31430F507	SCHEDULE 13D/A	Page		5		of		12	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)

(5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

(7)

SOLE VOTING POWER

NUMBER OF

-0-

(8)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

226,210 shares of Series A Stock
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)

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.4%

(14)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP Nos.		31430F200, 31430F507	SCHEDULE 13D/A	Page		6		of		12	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)

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

(7)

SOLE VOTING POWER

NUMBER OF

-0-

(8)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

331,133 shares of Series A Stock
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)

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.1%

(14)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP Nos.		31430F200, 31430F507	SCHEDULE 13D/A	Page		7		of		12	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)

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

(7)

SOLE VOTING POWER

NUMBER OF

-0-

(8)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

331,133 shares of Series A Stock
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)

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.1%

(14)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP Nos.		31430F200, 31430F507	SCHEDULE 13D/A	Page		8		of		12	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)

(6)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

(7)

SOLE VOTING POWER

NUMBER OF

-0-

(8)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

331,133 shares of Series A Stock
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)

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.1%

(14)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP Nos.		31430F200, 31430F507	SCHEDULE 13D/A	Page		9		of		12	Pages

This Amendment No. 1 amends the Schedule 13D filed on August 26, 2010 (the “Original Schedule 13D”). Information reported in the Original Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D. This Amendment No. 1 amends Item 7 as set forth below.

Item 7. Materials to be Filed as Exhibits.

Item 7 is hereby amended and supplemented by the addition of the following:

Exhibit 3: Letter Agreement by and between P. Schoenfeld Asset Management LP and Perella Weinberg Partners Xerion Master Fund Ltd.


CUSIP Nos.		31430F200, 31430F507	SCHEDULE 13D/A	Page		10		of		12	Pages

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: September 2, 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.

EX-99.3 2 y03915exv99w3.htm EX-99.3 exv99w3


CUSIP Nos.		31430F200, 31430F507	SCHEDULE 13D/A	Page		11		of		12	Pages

Exhibit 3

August 19, 2010

Perella Weinberg Partners Xerion Master Fund Ltd.
767 Fifth Avenue
New York, NY 10153
Attention: Victor Consoli

Dear Mr. Consoli:

P. Schoenfeld Asset Management LP (“PSAM”) is considering nominating Christopher J. Hartung and C. Brian Strickland (collectively, the “Slate”) to stand for election as directors of FelCor Lodging Trust Incorporated (“FelCor”) at a special meeting of holders of FelCor preferred stock (the “Preferred Stock”), and at any adjournments, postponements or continuations thereof (the “Special Meeting”). If PSAM determines to proceed with nominating the Slate, Perella Weinberg Partners Xerion Master Fund Ltd. (“you”) and PSAM agree as follows:

1. We will be jointly responsible, on a 50%/50% basis, for all reasonable and documented costs and expenses incurred by PSAM and its affiliates, as well as certain estimated costs and expenses incurred by you and your affiliates prior to the date hereof and previously disclosed to us, in each case that are directly related to nominating the Slate for election at the Special Meeting and soliciting proxies for their election, including reasonable and documented costs of printing and mailing proxy materials to holders of the Preferred Stock (collectively referred to as the “Joint Expenses”). All costs and expenses billed to PSAM prior to the date hereof that are Joint Expenses have been previously disclosed to you. Each party to this letter agreement will promptly reimburse the other for its 50% share of any Joint Expenses incurred by the other party. Any reimbursement or other reduction in costs or expenses from any other party (collectively, “Reimbursements”) for Joint Expenses or related to or as a result of the subject matter of this letter agreement received by any party to this letter agreement or any of its affiliates will be shared on a 50%/50% basis, and will be paid to the other party promptly. Notwithstanding anything herein, PSAM and its affiliates explicitly agree that your share of aggregate Joint Expenses shall not exceed $200,000, such that the payment of any Joint Expenses in excess of $400,000 shall be the sole responsibility of PSAM, inclusive of any Reimbursements. In no event will you be responsible or liable for any amount in excess of $200,000 without your written consent.

2. You agree to the disclosure of your and your appropriate affiliates’ name in any proxy solicitation materials to be filed by PSAM with the SEC as a “participant” in PSAM’s solicitation of proxies. Furthermore, you agree to reasonably cooperate with PSAM in the preparation of such materials and to provide any information reasonably requested by outside counsel preparing such materials for inclusion in such materials (which information you agree will be true and correct in all respects), including any representations and undertaking that may be requested by the SEC. Additionally, all information provided by PSAM to counsel in the preparations of such materials or to you in that regards will be true and correct in all respects. PSAM and you also agree to make reasonable efforts to notify the other party prior to any acquisitions or dispositions of any beneficially owned equity securities of FelCor, but in any event, will give notice to the other within 24 hours of acquisitions or dispositions of any beneficially owned equity securities of FelCor such that the other party may make any necessary regulatory disclosure. PSAM and you agree to keep confidential all information that is not required to be publicly disclosed.

3. This letter agreement will terminate at the earliest of (a) the mutual agreement in writing of you and PSAM to terminate this letter agreement, and (b) the completion of the Special Meeting; provided,

P. Schoenfeld Asset Management LP
1350 Avenue of the Americas, 21st Floor, New York, New York 10019 | Telephone: 212 649 9500 | New York — London | www.psam.com


CUSIP Nos.		31430F200, 31430F507	SCHEDULE 13D/A	Page		12		of		12	Pages

however, that termination of this letter agreement pursuant to this Paragraph 3 should not terminate your reimbursement obligations as set forth under Paragraph 1.

4. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership. The terms and provisions of this agreement may not be modified, waived or amended without the written consent of each of the parties hereto. Neither party to this letter agreement shall enter into an agreement or understanding with any other party relating to the subject matter of this letter agreement without the other party’s consent; provided that this sentence shall not be deemed to restrict the ability of a party to trade in securities or derivatives of FelCor. This letter agreement shall be interpreted and enforced in accordance with the laws of the State of New York.


Sincerely, P. Schoenfeld Asset Management LP
By:	/s/ Dhananjay M. Pai
	Name:	Dhananjay M. Pai
	Title:	COO


Agreed and acknowledged by:
/s/ Aaron Hood
Aaron Hood
Authorized Person

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