SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
MERISTAR HOTELS & RESORTS, INC.
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(Name of Registrant as Specified In Its Charter)
n/a
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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MeriStar Hotels & Resorts, Inc., a Delaware corporation ("MeriStar"),
American Skiing Company, a Delaware corporation ("American Skiing ") and ASC
Merger Sub, Inc., a Delaware corporation ("Merger Sub"), entered into an
Agreement and Plan of Merger, dated as of December 8, 2000 (the " Merger
Agreement"). MeriStar, American Skiing and Merger Sub entered into an Amendment
to Merger Agreement dated February 21, 2001 (the "Amendment"). Among other
things, the Amendment changes the consideration to received by MeriStar common
stock holders in connection with the merger. Each share of MeriStar's common
stock will now be exchanged for the right to receive 1.75 shares of American
Skiing common stock. The Amendment is attached to MeriStar's current report on
Form 8-K to be filed with the Securities and Exchange Commission. In connection
with the Amendment, MeriStar has issued the press release attached hereto as
Exhibit 99.1.
On February 22, 2001, Meristar also announced its fourth-quarter and
year-end results in a press release. That press release is attached hereto as
Exhibit 99.2.
American Skiing Company filed a Registration Statement on Form S-4 on
January 8, 2001, (file no. 333-53406) with the SEC in connection with the merger
transaction. The Form S-4, once it has been declared effective by the SEC, will
contain a final prospectus and proxy statement for the special meetings of both
American Skiing and MeriStar Hotels & Resorts, Inc. and other documents.
American Skiing and MeriStar plan to mail the final joint proxy statement and
prospectus contained in the Form S-4 to their stockholders. The Form S-4 and
final joint proxy statement and prospectus will contain important information
about American Skiing, MeriStar, the merger and related matters. Investors and
stockholders should read the final joint proxy statement and prospectus and the
other documents filed with the SEC in connection with the merger carefully
before they make any decision with respect to the merger. A copy of the merger
agreement with respect to the merger was filed by both American Skiing and
MeriStar as an exhibit to each company's respective Form 8-K dated December 11,
2000. The Form S-4, the final joint proxy statement and prospectus, the Form
8-Ks and all other documents filed with the SEC in connection with the merger
transaction are available and free of charge at the SEC's web site, at
www.sec.gov. In addition, the final joint proxy statement and prospectus, the
Form 8-K and all other documents filed with the SEC in connection with the
merger will be made available to investors free of charge by calling or writing
to the contact address listed below.
Melissa Thompson
Director, Corporate Communications
MeriStar Hotels & Resorts
(202) 295-2228
In addition to the Form S-4, the final joint proxy statement and
prospectus and the other documents filed with the SEC in connection with the
merger, both American Skiing and MeriStar are obligated to file annual,
quarterly and special reports, proxy statements and other information with the
SEC. You may read and copy any reports, statements
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and other information filed with the SEC at the SEC's public reference rooms at
450 Fifth Street, N.W., Washington, D.C. 20549 or at the other public reference
rooms in New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on public reference rooms. Filings with
the SEC also are available to the public from commercial document-retrieval
services and at the web site maintained by the SEC at www.sec.gov.
MeriStar Hotels & Resorts, Inc. will be, and certain other persons named
below may be, soliciting proxies from MeriStar's stockholders in favor of the
transaction. Some of the directors and executive officers of MeriStar and some
of the directors and executive officers of American Skiing may be deemed to be
participants in MeriStar's solicitation of proxies.
The participants in the solicitation include the following directors and
officers of MeriStar:
NAME TITLE
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Daniel R. Doctoroff (2).................. Director
Kent R. Hance (2)........................ Director
Steven D. Jorns.......................... Director
S. Kirk Kinsell (1)...................... Director
David E. McCaslin........................ Director and President
James B. McCurry (1)(2).................. Director
Paul W. Whetsell......................... Chairman and Chief Executive Officer
James R. Worms (1)....................... Director
James A. Calder.......................... Chief Financial Officer
John Emery............................... Chief Operating Officer
Louis Schaab............................. Senior Vice President, Finance
John E. Plunket.......................... Executive Vice President, Finance and
Development
Christopher L. Bennett................... Vice President, Legal and Secretary
Bruce Riggins............................ Director of Finance
Melissa Thompson......................... Director of Corporate Communications
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(1) Member of the Audit Committee
(2) Member of the Compensation Committee
In addition, Daly Gray Public Relations is participating in the
solicitation.
Exhibits:
Exhibit 99.1 Press release regarding the amendment to the merger
agreement with American Skiing, dated February 22, 2001.
Exhibit 99.2 Press release regarding fourth-quarter and year-end
results, dated February 22, 2001.
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