SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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_______________
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SCHEDULE
13D*
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Under
the Securities Exchange Act of 1934
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(Amendment
No. )*
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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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31430F200
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|
(CUSIP
Number)
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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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(212)
287-3305
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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
|
Filing
of this Schedule)
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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 13 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
Nos. 31430F200, 31430F507
|
SCHEDULE
13D
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Page
2
of
13 Pages
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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 PERSON
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
¨
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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
Preliminary Information Statement on Schedule 14C filed on July 26,
2010.
CUSIP
Nos. 31430F200, 31430F507
|
SCHEDULE
13D
|
Page
3
of 13
Pages
|
1
|
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
|
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 PERSON
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
12
|
CHECK
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*
PN
|
CUSIP
Nos. 31430F200, 31430F507
|
SCHEDULE
13D
|
Page 4
of 13
Pages
|
1
|
NAME
OF REPORTING PERSON
PERELLA
WEINBERG 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 PERSON
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
12
|
CHECK
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
Nos. 31430F200, 31430F507
|
SCHEDULE
13D
|
Page 5
of 13
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 PERSON
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
12
|
CHECK
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
Nos. 31430F200, 31430F507
|
SCHEDULE
13D
|
Page 6
of 13
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 PERSON
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions)
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
7.3%
|
14
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
CUSIP
Nos. 31430F200, 31430F507
|
SCHEDULE
13D
|
Page 7
of 13
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 PERSON
596,654
shares of Series A Stock
839,283
Depositary Shares, representing 8,393 shares of Series C
Stock
|
12
|
CHECK
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
Nos. 31430F200, 31430F507
|
SCHEDULE
13D
|
Page 8
of 13
Pages
|
Item
1.
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SECURITY
AND ISSUER
|
This
statement on Schedule 13D relates to (the “Schedule 13D) relates 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”). 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
Schedule 13 D is being filed by Perella Weinberg Partners Xerion Master Fund
Ltd., a Bermuda limited company (the "Master Fund"), with respect to the Shares
directly held by it; (ii) Perella Weinberg Partners Xerion Equity LP, a Delaware
limited partnership (the "Master Fund Manager"), which serves as the manager of
the Master Fund, with respect to the Shares directly held by the Master Fund;
(iii) Perella Weinberg Partners Xerion Fund GP LLC, a Delaware limited liability
company (the "GP"), which serves as the general partner of the Master Fund
Manager, with respect to the Shares directly held by the Master Fund; (iv)
Perella Weinberg Partners Capital Management LP, a Delaware limited partnership
(the "Investment Manager") that is registered with the Securities and Exchange
Commission as an investment adviser, which indirectly serves as the investment
adviser to the Master Fund and is also the managing member of the GP, with
respect to the Shares directly held by the Master Fund; (v) Perella Weinberg
Partners Capital Management GP LLC, a Delaware limited liability company
("PWPCMGP"), which serves as the general partner of the Investment Manager,
which indirectly serves as the investment adviser to the Master Fund, with
respect to the Shares directly held by the Master Fund; and (vi) Perella
Weinberg Partners Group LP, a Delaware limited partnership ("Group"), which
serves as the managing member of PWPCMGP, the general partner of the Investment
Manager, which indirectly serves as the investment adviser to the Master Fund,
with respect to the Shares directly held by the Master Fund. The
foregoing persons are hereinafter collectively referred to as the "Reporting
Persons." Any disclosures herein with respect to persons other than
the Reporting Persons are made on information and belief after making inquiry to
the appropriate party.
The
Reporting Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Act. The Reporting Persons have executed a Joint Acquisition
Statement, dated August 12, 2010, with respect to the joint filing of this
Schedule 13D, and any amendment or amendments hereto, a copy of which is
attached hereto as Exhibit 1.
The
Master Fund Manager, as manager to the Master Fund, which directly holds the
Shares to which this filing relates, has voting and dispositive authority over
such Shares. As such the Master Fund Manager may be deemed to be the
beneficial owner of such Shares. The GP, as general partner to the Master Fund
Manager, may be deemed to control such entity and therefore, may be deemed to be
the beneficial owner of the Shares to which this filing relates. The
Investment Manager is the managing member of the GP. As such, it may
be deemed to control such entity and therefore may be deemed to be the
beneficial owner of the Shares to which this filing relates. PWPCMGP
is the general partner of the Investment Manager. As such, it may be
deemed to control such entity and therefore, may be deemed to be the beneficial
owner of the Shares to which this filing relates. Group is the
managing member of PWPCMGP. As such, it may be deemed to control
PWPCMGP and therefore, may be deemed to be the beneficial owner of the Shares to
which this filing relates.
CUSIP
Nos. 31430F200, 31430F507
|
SCHEDULE
13D
|
Page 9
of 13
Pages
|
Each of
the Master Fund Manager, the GP, the Investment Manager, PWPCMGP and Group
disclaims beneficial ownership of all of the Shares reported in this Schedule
13D.
(b) The
address of the principal business office of each of the Reporting Persons except
the Master Fund is 767 Fifth Avenue, New York, NY 10153. The address
of the principal business of the Master Fund is c/o Citco Fund Services
(Bermuda) Limited, Washington Mall West, 7 Reid Street, Hamilton HM II
Bermuda.
(c) The
Master Fund is primarily engaged in the business of investing
securities. The principal business of the Master Fund Manager is to
serve as manager to the Master Fund. The GP is the general partner of
the Master Fund Manager. The Investment Manager indirectly serves as
the investment adviser to the Master Fund and is also the managing member of the
GP. PWPCMGP is the general partner of the Investment
Manager. Group serves as the managing member of PWPCMGP.
(d) To
the best of our knowledge, none of the Reporting Persons has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) To
the best of our knowledge, 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) The
Master Fund is a Bermuda exempted investment Fund company. The Master
Fund Manager, the Investment Manager and Group are limited partnerships
organized under the laws of the State of Delaware. The GP and PWPCMGP
are limited liability companies organized under the laws of the State of
Delaware.
Item
3.
|
SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
|
The
Shares reported in this Schedule 13D were acquired on behalf of the Master
Fund. The aggregate purchase price for the 596,654 shares of Series A
Stock was approximately $4,872,683 and the aggregate purchase price for the
839,283 Depositary Shares was approximately $6,087,388. The Master
Fund Manager, the GP, the Investment Manager, PWPCMGP and Group do not directly
own any Shares. The source of funds for the purchase the Shares
reported in this Schedule 13D was the working capital of the Master
Fund.
Item
4.
|
PURPOSE
OF TRANSACTION.
|
The
Reporting Persons acquired the Shares to which this Schedule 13D relates for
investment purposes in the ordinary course of business, and not with the purpose
nor with the effect of changing or influencing the control or management of the
Company.
CUSIP
Nos. 31430F200, 31430F507
|
SCHEDULE
13D
|
Page 10
of 13
Pages
|
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. Nevertheless, as a matter of taking a conservative position, the
Reporting Persons have determined to voluntarily file this Schedule 13D and
reserve the right to terminate such filing at any time in the
future. As holders of Preferred Stock, the Reporting Persons are
considering their options, either alone or with other holders of Preferred
Stock, with respect to such election of directors including, without limitation,
proposing director nominees.
After
discussions with management, the Reporting Persons remain supportive of the
Company’s stated business objectives. The Reporting Persons have
requested the Company’s cooperation in reimbursing those holders of Preferred
Stock that may propose director candidates for reasonable proxy and legal
expenses, as well as paying customary director’s fees and expenses for such
candidates.
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 have not entered into
any agreement with any third party to act together for the purpose of acquiring,
holding, voting or disposing of the Shares reported herein. 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.
CUSIP
Nos. 31430F200, 31430F507
|
SCHEDULE
13D
|
Page 11
of 13
Pages
|
Item
5.
|
INTEREST
IN SECURITIES OF THE COMPANY.
|
(a) As of
the date hereof, the Reporting Persons may be deemed to beneficially own 596,654
shares of Series A Stock and 839,283 Depositary Shares representing 8,393 shares
of Series C Stock, representing approximately 7.3% of the aggregate number of
Shares outstanding as of the date hereof. 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.
The
Series A Stock is convertible, in whole or in part, at any time, at the option
of the holder, into a number of shares of common stock, par value $0.01 per
share, of the Company (the “Common Stock”) obtained by dividing the aggregate
liquidation preference (equal to $25.00 per share of Series A Stock), excluding
any accrued but unpaid dividends, by a conversion price of $32.25 per share of
Common Stock (equivalent to a conversion ratio of 0.7752 shares of Common Stock
for each share of Series A Stock), subject to adjustment in accordance with the
terms of the Series A Stock.
(b) The
Reporting Persons have shared voting and dispositive power with respect to
Shares.
(c) No
transactions in the Shares were effected by the Reporting Persons during the
sixty day period prior to the Date of Event that requires filing this statement
on Schedule 13D.
(d) The
shareholders of the Master Fund have the right to participate indirectly in the
receipt of dividends from, or proceeds from the sale of, the Shares in
accordance with their respective ownership interests.
(e) Not
applicable.
Item
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER.
|
Other
than the Joint Acquisition Statement attached as Exhibit 1 hereto, 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 Company, 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.
|
MATERIAL
TO BE FILED AS EXHIBITS.
|
Exhibit
1: Joint Acquisition Statement as required by Rule 13d-1(k)(1) under the
Act.
CUSIP
No31430F200, 31430F507
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SCHEDULE
13D
|
Page 12
of 13
Pages
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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
12, 2010
|
PERELLA
WEINBERG PARTNERS XERION MASTER FUND LTD.
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/s/
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Aaron
Hood
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Name:
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Aaron
Hood
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Title:
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Authorized
Person
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PERELLA
WEINBERG PARTNERS XERION EQUITY LP
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/s/
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Aaron
Hood
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Name:
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Aaron
Hood
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Title:
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Authorized
Person
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PERELLA
WEINBERG PARTNERS XERION FUND GP LLC
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/s/
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Aaron
Hood
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Name:
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Aaron
Hood
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Title:
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Authorized
Person
|
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PERELLA
WEINBERG PARTNERS CAPITAL MANAGEMENT LP
|
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/s/
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Aaron
Hood
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Name:
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Aaron
Hood
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Title:
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Authorized
Person
|
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PERELLA
WEINBERG PARTNERS CAPITAL MANAGEMENT GP LLC
|
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/s/
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Aaron
Hood
|
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Name:
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Aaron
Hood
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Title:
|
Authorized
Person
|
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PERELLA
WEINBERG PARTNERS GROUP LP
|
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/s/
|
Aaron
Hood
|
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Name:
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Aaron
Hood
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Title:
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Authorized
Person
|
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CUSIP
No31430F200, 31430F507
|
SCHEDULE
13D
|
Page 13
of 13
Pages
|
EXHIBIT
1
JOINT
ACQUISITION STATEMENT
PURSUANT
TO RULE 13d-1(k)
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 acquisition
statements. The undersigned acknowledge that each shall be
responsible for the 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
12, 2010
|
PERELLA
WEINBERG PARTNERS XERION MASTER FUND LTD.
|
|
|
|
|
|
|
/s/
|
Aaron
Hood
|
|
|
|
Name:
|
Aaron
Hood
|
|
|
Title:
|
Authorized
Person
|
|
|
|
|
|
|
PERELLA
WEINBERG PARTNERS XERION EQUITY LP
|
|
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|
/s/
|
Aaron
Hood
|
|
|
|
Name:
|
Aaron
Hood
|
|
|
Title:
|
Authorized
Person
|
|
|
|
|
|
|
PERELLA
WEINBERG PARTNERS XERION FUND GP LLC
|
|
|
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|
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/s/
|
Aaron
Hood
|
|
|
|
Name:
|
Aaron
Hood
|
|
|
Title:
|
Authorized
Person
|
|
|
|
|
|
|
PERELLA
WEINBERG PARTNERS CAPITAL MANAGEMENT LP
|
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/s/
|
Aaron
Hood
|
|
|
|
Name:
|
Aaron
Hood
|
|
|
Title:
|
Authorized
Person
|
|
|
|
|
|
|
PERELLA
WEINBERG PARTNERS CAPITAL MANAGEMENT GP LLC
|
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|
/s/
|
Aaron
Hood
|
|
|
|
Name:
|
Aaron
Hood
|
|
|
Title:
|
Authorized
Person
|
|
|
|
|
|
|
PERELLA
WEINBERG PARTNERS GROUP LP
|
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/s/
|
Aaron
Hood
|
|
|
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Name:
|
Aaron
Hood
|
|
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Title:
|
Authorized
Person
|
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