UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
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| þ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | | For the quarterly period ended March 31, 2009 |
OR |
| o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | | For the transition period from to |
Commission File Number 1-14331
Interstate Hotels & Resorts, Inc.
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Delaware
(State or other jurisdiction of
incorporation or organization) | | 52-2101815
(I.R.S. Employer
Identification No.) |
4501 North Fairfax Drive, Ste 500
Arlington, VA
(Address of Principal Executive Offices) | | 22203
(Zip Code) |
www.ihrco.com
ThisForm 10-Q can be accessed at no charge through the above website.
(703) 387-3100
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes o No þ
The number of shares of Common Stock, par value $0.01 per share, outstanding at May 1, 2009 was 32,138,041.
EXPLANATORY NOTE
This amendment on Form 10-Q/A (the “Amendment”) amends the Interstate Hotels & Resorts, Inc. (the “Company”) Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (the “Form 10-Q”), which the Company previously filed with the Securities and Exchange Commission on May 7, 2009. This Amendment is being filed solely to correct a clerical error which resulted in the omission of page 28, “Signature”, as set forth below.
Except as specifically noted above, this Amendment does not amend, modify or update any disclosures contained in the Form 10-Q. Accordingly, this Amendment does not reflect events occurring after the filing of the Form 10-Q on May 7, 2009.
Item 6. Exhibits
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| Exhibit No. | | Description |
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| 31.1* | | Sarbanes-Oxley Act Section 302 Certifications of the Chief Executive Officer. |
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| 31.2* | | Sarbanes-Oxley Act Section 302 Certifications of the Chief Financial Officer. |
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| 32* | | Sarbanes-Oxley Act Section 906 Certifications of Chief Executive Officer and Chief Financial Officer. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Interstate Hotels & Resorts, Inc.
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| | By: | /s/ Denis S. McCarthy |
Denis S. McCarthy
Chief Accounting Officer
Dated: May 7, 2009
28
