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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO-T/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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
1965 Waddle 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.
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[ ] 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: [x]
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AMENDMENT NO. 5 TO SCHEDULE TO-T
This Amendment No. 5 amends and supplements the Tender Offer Statement
on Schedule TO-T filed by Shaner Hotel Group Limited Partnership, a Delaware
limited partnership ("Shaner Hotel Group"), on April 3, 2002, and amended on
April 11, April 23, May 3, and May 8, 2002 (as amended "Schedule TO-T"),
relating 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"), and, if
applicable, the related preferred stock purchase rights, 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 20, 2002
("Offer to Purchase"), and in the related Letter of Transmittal, filed as
Exhibits (a)(11) and (a)(2), respectively (which, together with any amendments
or supplements thereto, collectively constitute the "Offer"). This Amendment No.
5 to Schedule TO-T is the final amendment to that Schedule.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of Schedule TO-T is hereby amended and supplemented by adding
the following information.
Shaner Hotel Group's Offer expired by its terms at 5:00 p.m.
Pittsburgh, Pennsylvania, time on May 31, 2002. Shaner Hotel Group's
Offer was subject to two principal conditions, among other conditions,
relating (1) to a minimum number of shares of Class A Common Stock
being tendered by the Expiration Date, and (2) to the preferred stock
purchase rights issued under the Company's Shareholders Rights
Agreement being redeemed by the Company's Board of Directors or Shaner
Hotel Group being satisfied in its reasonable judgment that those
rights were invalid or otherwise inapplicable to the Offer. As of the
close of business on the Expiration Date, neither one of those
conditions had been satisfied and Shaner Hotel Group had not waived
them. Shaner Hotel Group has therefore not purchased any shares
tendered into the Offer and has instructed the Depositary to promptly
return all tendered shares to the tendering shareholders.
ITEM 12. EXHIBITS.
Item 12 of Schedule TO-T is hereby amended and supplemented by adding
the following new exhibit.
(a)(15) Press Release issued by Shaner Hotel Group, dated June 3, 2002.
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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
of the Board and Vice President
June 3, 2002
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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.*
(a)(9) Summary advertisement published in The New York Times on April 11, 2002.*
(a)(10) Offer to Purchase, dated April 11, 2002.*
(a)(11) Offer to Purchase, dated April 20, 2002.*
(a)(12) Press Release issued by Shaner Hotel Group, dated April 23, 2002.*
(a)(13) Press Release issued by Shaner Hotel Group, dated May 2, 2002.*
(a)(14) Schedule 13D/A dated May 1, 2002, filed by Shaner Hotel Group
(incorporated by reference to Shaner Hotel Group's Amendment No. 1
to its Schedule 13D filed on May 8, 2002).*
(a)(15) Press Release issued by Shaner Hotel Group, dated June 3, 2002.
(b) None.
(d) None.
(g) None.
(h) None.
*Previously filed