| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 10/27/2003 |
3. Issuer Name and Ticker or Trading Symbol
CANDLEWOOD HOTEL CO INC [ CNDL ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Cumulative Convertible Preferred Stock | 11/06/2003(1) | 09/30/2004 | Common Stock | 14,286 | $7 | D(2)(3)(4) | |
| Series B Cumulative Convertible Preferred Stock | 11/06/2003(1) | 09/30/2004 | Common Stock | 6,533 | $7.5 | D(2)(3)(4) | |
| Warrants | 11/06/2003(1) | 07/10/2005(1) | Common Stock | 392 | $12 | D(2)(3)(4) | |
| Explanation of Responses: |
| 1. Exercisable immediately. |
| 2. The Reporting Person is a party to a Voting Agreement, among Hospitality Properties Trust, a Maryland real estate investment trust, Six Continents Hotels, Inc., a Delaware corporation and other stockholders to the Voting Agreement, dated October 27, 2003 (the "Voting Agreement"). |
| 3. As a result of this Voting Agreement, the stockholders party to the Voting Agreement may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with respect to the 14,873,218 shares of common stock equivalents representing sixty-two percent (62%) of the outstanding voting power of the Issuer that are subject to the Voting Agreement. |
| 4. The Reporting Person disclaims beneficial ownership of any securities owned by any of the other signatories to the Voting Agreement and the filing of this Form 3 shall not be deemed an admission that the Reporting Person and any other person or persons constitute a "group" for purposes of Section 13(d)(3) of the Exchange Act or Rule 13d-5 thereunder. In addition, the Reporting Person has no pecuniary interest in any of the securities beneficially owned by any of the other signatories to the Voting Agreement. |
| Olympus Executive Fund, L.P.; by: /s/ Robert Morris | 11/05/2003 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||