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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO-T
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
INTERSTATE HOTELS CORPORATION
(Name of Subject Company)
SHANER HOTEL GROUP LIMITED PARTNERSHIP
(Name of Filing Person - Offeror)
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
46088R108
(CUSIP Number of Class of Securities)
Lance T. Shaner
303 North Science Park Road
State College, Pennsylvania 16803
(814) 234-4460
(Name, address and telephone number of
person authorized to receive notices and
communications on behalf of filing Person)
With a copy to:
Leo A. Keevican, Jr., Esq.
DKW Law Group, PC
USX Tower, 58th Floor
600 Grant Street
Pittsburgh, Pennsylvania 15219
(412) 355-2600
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$7,395,996.00 $680.43
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*Estimated for purposes of calculating the amount of the filing fee only. The
amount is based upon the purchase of a total of 2,465,322 shares of Class A
Common Stock, $0.01 par value per share, at a price per Share of $3.00 in cash.
[_] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not Applicable
Form or Registration No: Not Applicable
Filing Party: Not Applicable
Date Filed: Not Applicable
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[x] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
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ITEMS 1 THROUGH 9, AND ITEM 11.
This Tender Offer Statement on Schedule TO-T is filed by Shaner Hotel Group
Limited Partnership, a Delaware limited partnership ("Shaner Hotel Group"). This
Schedule TO-T relates to the offer by Shaner Hotel Group to purchase 2,465,322
shares of Class A Common Stock, $0.01 par value per share (the "Shares"), of
Interstate Hotels Corporation, a Maryland corporation (the "Company"), at a
price of $3.00 per Share, net to the seller in cash, without interest, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
April 3, 2002 ("Offer to Purchase"), and in the related Letter of Transmittal,
copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"). The information set forth in the Offer to Purchase and
the related Letter of Transmittal is incorporated herein by reference with
respect to Items 1 through 9 and 11 of this Schedule TO-T.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase, dated April 3, 2002.
(a)(2) Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9).
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6) Press release issued by Shaner Hotel Group, dated March 27, 2002.*
(a)(7) Letter to Shareholders, dated April 3, 2002.
(a)(8) Press release issued by Shaner Hotel Group, dated April 3, 2002.
(b) None.
(d) None.
(g) None.
(h) None.
*Previously filed
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
SHANER HOTEL GROUP LIMITED PARTNERSHIP
By: SHANER OPERATING CORP.
Its General Partner
/s/ Lance T. Shaner
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Lance T. Shaner,
Chairman and Chief Executive Officer
April 3, 2002
EXHIBIT INDEX
EXHIBIT NO.
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(a)(1) Offer to Purchase, dated April 3, 2002.
(a)(2) Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9).
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6) Press release issued by Shaner Hotel Group, dated March 27, 2002.*
(a)(7) Letter to Shareholders, dated April 3, 2002.
(a)(8) Press release issued by Shaner Hotel Group, dated April 3, 2002.
(b) None.
(d) None.
(g) None.
(h) None.
*Previously filed