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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
(AMENDMENT NO. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
INTERSTATE HOTELS CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Maryland 75-2767215
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
Foster Plaza Ten, 680 Andersen Drive, Pittsburgh, Pennsylvania 15220
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction Pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. | | box. |X|
Securities Act registration statement file number to which this
form relates: __________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK PURCHASE RIGHTS
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On May 1, 2002, the Board of Directors of Interstate Hotels Corporation
(the "Company") approved Amendment No. 2, dated as of May 1, 2002 (the
"Amendment"), to the Shareholder Rights Agreement, dated as of July 8, 1999 (as
amended, the "Rights Agreement"), between the Company and American Stock
Transfer and Trust Company, as rights agent (the "Rights Agent") as amended on
August 28, 2000. The Amendment made the provisions of the Rights Agreement
inapplicable to the transactions contemplated by the Agreement and Plan of
Merger, dated as of May 12002, by and between the Company and MeriStar Hotels &
Resorts, Inc., a Delaware corporation.
The foregoing description of the Amendment is qualified in its entirety
by reference to the full text of the Amendment, a copy of which has been filed
as an exhibit hereto and incorporated herein by reference. Copies of the Rights
Agreement are available free of charge from the Company.
ITEM 2. EXHIBITS
Number Description
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4.1 Amendment No. 2, dated as of May 1, 2002, to the
Rights Agreement, dated as of July 8, 1999,
between the Company and American Stock Transfer
and Trust Company, as rights agent as amended on
August 28, 2000
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
INTERSTATE HOTELS CORPORATION
By: /s/ TIMOTHY Q. HUDAK
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Name: Timothy Q. Hudak
Title: Senior Vice President and
and General Counsel
Date: May 2, 2002
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EXHIBIT INDEX
Number Description
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4.1 Amendment No. 2, dated as of May 1, 2002, to the
Rights Agreement, dated as of July 8, 1999,
between the Company and American Stock Transfer
and Trust Company, as rights agent as amended on
August 28, 2000