AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 2002
REGISTRATION NO. 333-85162
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
<Table>
MERISTAR HOSPITALITY CORPORATION MERISTAR HOSPITALITY OPERATING
PARTNERSHIP, L.P.
(Exact name of Registrant as (Exact name of Registrant as
specified in its charter) specified in its charter)
MARYLAND DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
75-2648842 75-2648837
(IRS Employer Identification No.) (IRS Employer Identification No.)
</Table>
MERISTAR HOSPITALITY FINANCE CORP. III
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
46-0467463
(IRS Employer Identification No.)
FOR ADDITIONAL CO-REGISTRANTS, SEE "TABLE OF CO-REGISTRANTS" IMMEDIATELY
FOLLOWING THIS COVER PAGE.
1010 WISCONSIN AVENUE, N.W.
WASHINGTON D.C. 20007
(202) 965-4455
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
CHRISTOPHER L. BENNETT, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
MERISTAR HOSPITALITY CORPORATION
1010 WISCONSIN AVENUE, N.W.
WASHINGTON D.C. 20007
(202) 965-4455
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
COPIES TO:
RICHARD S. BORISOFF, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
(212) 373-3000
------------------------
APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: From time to time after this
registration statement becomes effective.
------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
(CONTINUED ON NEXT PAGE)
------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
TABLE OF CO-REGISTRANTS
The following direct and indirect subsidiaries of MeriStar Hospitality
Corporation and MeriStar Hospitality Operating Partnership, L.P. may guarantee
certain of the debt securities and are co-registrants under this registration
statement:
<Table>
<Caption>
JURISDICTION OF
INCORPORATION OR I.R.S. EMPLOYEE
NAME OF CO-REGISTRANT ORGANIZATION IDENTIFICATION NO.
- --------------------- ---------------- ------------------
MeriStar Sub 1A, LLC...................................... Delaware 33-0727945
MeriStar Sub 1B, LLC...................................... Delaware 91-1689447
MeriStar Sub 1C, L.P. .................................... Delaware 33-0751707
MeriStar Sub 1D, L.P. .................................... Delaware 94-3287970
MeriStar Sub 1E, L.P. .................................... Delaware 77-0440856
MeriStar Sub 2A, LLC...................................... Delaware 88511 3621 GST
88511 3621
RT0001
MeriStar Sub 2B, LLC...................................... Delaware 88511 9826 GST
88511 9826
RT0001
MeriStar Sub 2C, LLC...................................... Delaware 88511 0627 GST
88511 0627
RT0001
MeriStar Sub 2D, LLC...................................... Delaware 88511 7622 GST
88511 7622 RT001
MeriStar Sub 3A, LLC...................................... Delaware 84-1360788
MeriStar Sub 3B, LLC...................................... Delaware 91-1867278
MeriStar Sub 3C, LLC...................................... Delaware 86-0892459
MeriStar Sub 3D, LLC...................................... Delaware 87-0553144
MeriStar Sub 4A, L.P. .................................... Texas 75-2613712
MeriStar Sub 4B, L.P. .................................... Delaware 75-2694056
MeriStar Sub 4C, L.P. .................................... Delaware 76-0517194
MeriStar Sub 4D, LLC...................................... Delaware 43-1760635
MeriStar Sub 4E, L.P. .................................... Delaware 74-2852380
MeriStar Sub 4F, L.P. .................................... Delaware 75-2725881
MeriStar Sub 4G, L.P. .................................... Delaware 76-0548501
MeriStar Sub 4H, L.P. .................................... Delaware 75-2725879
MeriStar Sub 4I, L.P. .................................... Delaware 75-2694059
MeriStar Sub 4J, LLC...................................... Delaware 73-1526587
MeriStar Sub 5A, LLC...................................... Delaware 52-1964081
MeriStar Sub 5C, LLC...................................... Delaware 58-2326478
MeriStar Sub 5D, LLC...................................... Delaware 31-1541474
MeriStar Sub 5E, LLC...................................... Delaware 31-1566303
MeriStar Sub 5F, L.P. .................................... Florida 59-2412469
MeriStar Sub 5G, L.P. .................................... Florida 59-3272431
MeriStar Sub 5H, LLC...................................... Delaware 59-3540022
MeriStar Sub 5I, LLC...................................... Delaware 65-0872702
MeriStar Sub 5J, LLC...................................... Delaware 65-0873008
MeriStar Sub 5K, LLC...................................... Delaware 59-3540019
MeriStar Sub 5L, LLC...................................... Delaware 65-0872704
MeriStar Sub 5M, LLC...................................... Delaware 65-0872701
MeriStar Sub 5N, LLC...................................... Delaware 65-0872700
</Table>
i
<Table>
<Caption>
JURISDICTION OF
INCORPORATION OR I.R.S. EMPLOYEE
NAME OF CO-REGISTRANT ORGANIZATION IDENTIFICATION NO.
- --------------------- ---------------- ------------------
MeriStar Sub 5O, LLC...................................... Delaware 65-0872703
MeriStar Sub 5P, LLC...................................... Delaware 65-0872206
MeriStar Sub 5Q, LLC...................................... Delaware 65-0873007
MeriStar Sub 5R, LLC...................................... Delaware 52-1964084
MeriStar Sub 6A, LLC...................................... Delaware 52-2077797
MeriStar Sub 6B, LLC...................................... Delaware 52-2077796
MeriStar Sub 6C, LLC...................................... Delaware 23-2895342
MeriStar Sub 6D, LLC...................................... Delaware 52-2039522
MeriStar Sub 6E, LLC...................................... Delaware 54-1854024
MeriStar Sub 6F, LLC...................................... Delaware 52-2086427
MeriStar Sub 6G, LLC...................................... Delaware 52-1999173
MeriStar Sub 6H, L.P. .................................... Delaware 56-1959721
MeriStar Sub 6I, LLC...................................... Delaware 54-1807527
MeriStar Sub 6J, LLC...................................... Delaware 52-1964079
MeriStar Sub 6K, LLC...................................... Delaware 54-1823125
MeriStar Sub 6L, LLC...................................... Delaware 75-2717284
MeriStar Sub 6M Company................................... Maryland 52-1200673
MeriStar Sub 7A Joint Venture............................. Ohio 75-2660903
MeriStar Sub 7B, L.P. .................................... Delaware 75-2692578
MeriStar Sub 7C, LLC...................................... Delaware 75-2692575
MeriStar Sub 7D, LLC...................................... Delaware 36-4159672
MeriStar Sub 7E, LLC...................................... Delaware 38-3370983
MeriStar Sub 7F, LLC...................................... Delaware 35-2008353
MeriStar Sub 7G, LLC...................................... Delaware 34-1808020
MeriStar Sub 7H, LLC...................................... Delaware 52-1925238
MeriStar Sub 8A, LLC...................................... Delaware 22-3555262
MeriStar Sub 8B, LLC...................................... Delaware 52-2089189
MeriStar Sub 8C, LLC...................................... Delaware 52-2088410
MeriStar Sub 8D, LLC...................................... Delaware 22-3542416
MeriStar Sub 8F, L.P. .................................... Texas 75-2512515
MeriStar Sub 8E, LLC...................................... Delaware 52-2061475
MeriStar Sub 8G, LLC...................................... Delaware 75-2656877
MeriStar Property Sub I, LLC.............................. Delaware 01-0679111
MeriStar Property Sub II, LLC............................. Delaware 01-0679125
MeriStar Property Sub III, LLC............................ Delaware 46-0479503
MeriStar Property Sub IV, LLC............................. Delaware 01-0679224
MeriStar Property Sub V, LLC.............................. Delaware 01-0679230
MeriStar Property Sub VI, LLC............................. Delaware 01-0679252
MeriStar Property Sub VII, LLC............................ Delaware 01-0679261
MeriStar Property Sub IX, LLC............................. Delaware 01-0679280
MeriStar Property Sub X, LLC.............................. Delaware 01-0679293
MeriStar Acquisition Company, LLC......................... Delaware 52-2132724
AGH PSS I, Inc............................................ Delaware 52-2157232
AGH UPREIT LLC............................................ Delaware 75-2656872
MeriStar Hotel Lessee, Inc................................ Delaware 52-2275057
MDV Limited Partnership................................... Texas 75-2547035
MeriStar LP, Inc.......................................... Nevada 52-2101842
</Table>
ii
PROSPECTUS
$500,000,000
<Table>
MERISTAR HOSPITALITY CORPORATION MERISTAR HOSPITALITY OPERATING
COMMON STOCK PARTNERSHIP, L.P.
PREFERRED STOCK DEBT SECURITIES
DEPOSITARY SHARES
DEBT SECURITIES
WARRANTS
GUARANTEES OF THE DEBT SECURITIES
OF MERISTAR HOSPITALITY
OPERATING PARTNERSHIP, L.P.
</Table>
---------------------
We may offer from time to time:
- shares of common stock;
- shares of preferred stock;
- depositary shares representing fractions of shares of preferred stock;
- debt securities, which may consist of debentures, notes or other types of
debt;
- warrants to purchase common stock, preferred stock, depositary shares
relating to preferred stock or debt securities; and
- guarantees of the debt securities of MeriStar Partnership.
MeriStar Partnership may offer from time to time, debt securities, which
may consist of debentures, notes or other types of debt.
Some of our direct and indirect wholly-owned subsidiaries may guarantee our
debt securities and the debt securities of MeriStar Partnership offered under
this prospectus. In addition, MeriStar Partnership will act as a co-issuer of
our debt securities, and MeriStar Hospitality Finance Corp. III, a wholly-owned
subsidiary of MeriStar Partnership, may act as a co-issuer of some of the
securities of MeriStar Partnership.
The aggregate offering price of the securities offered by us and MeriStar
Partnership will not exceed $500,000,000.
Each time we offer securities, we will provide a supplement to this
prospectus that will describe the specific terms of any securities we offer and
the specific manner in which we will offer the securities. The prospectus
supplements may also add, update or change information contained in this
prospectus.
We may sell securities to underwriters, through agents or directly to other
purchasers. The prospectus supplement will include the names of any underwriter
or agent.
YOU SHOULD READ THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT RELATING TO
THE SPECIFIC ISSUE OF OFFERED SECURITIES CAREFULLY BEFORE YOU INVEST IN THOSE
SECURITIES. THIS PROSPECTUS MAY NOT BE USED TO MAKE SALES OF SECURITIES UNLESS
IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT DESCRIBING THE TERMS AND METHOD OF
SALE OF THOSE SECURITIES.
Our common stock is quoted on the New York Stock Exchange under the symbol
"MHX." Any common stock offered under this prospectus will be listed on the
NYSE, subject to notice of issuance.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is May 7, 2002.
TABLE OF CONTENTS
<Table>
Where You Can Find More Information......................... 2
Incorporation of Documents by Reference..................... 2
Cautionary Statement Regarding Forward-Looking Statements... 4
Meristar Hospitality Corporation............................ 5
Use of Proceeds............................................. 6
Ratio of Earnings to Fixed Charges.......................... 6
Description of Common Stock of Meristar..................... 7
Description of Preferred Stock of Meristar.................. 15
Description of Depositary Shares of MeriStar................ 17
Description of Debt Securities of MeriStar.................. 21
Description of Warrants of MeriStar......................... 30
Description of Debt Securities of MeriStar Partnership...... 31
Description of the Guarantees............................... 41
Plan of Distribution........................................ 42
Legal Matters............................................... 43
Experts..................................................... 43
</Table>
WHERE YOU CAN FIND MORE INFORMATION
We and MeriStar Partnership are subject to the informational requirements
of the Securities Exchange Act of 1934 and file reports, proxy statements and
other information with the SEC. We and MeriStar Partnership have also filed with
the SEC a registration statement on Form S-3 to register the securities offered
in this prospectus. This prospectus, which forms part of the registration
statement, does not contain all of the information included in that registration
statement. For further information about MeriStar, MeriStar Partnership and the
securities offered in this prospectus, you should refer to the registration
statement and its exhibits. You may read and copy any document we or MeriStar
Partnership file with the SEC at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies of these reports, proxy statements
and information may be obtained at prescribed rates from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the
Public Reference Room. In addition, the SEC maintains a web site that contains
reports, proxy statements and other information regarding registrants, such as
us, that file electronically with the SEC. The address of this web site is
http://www.sec.gov.
INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus incorporates by reference important business and financial
information about our company and MeriStar Partnership that is not included in
or delivered with this document. The information incorporated by reference is
considered to be part of this prospectus, and later information that we and
MeriStar Partnership file with the SEC will automatically update and supersede
this information. Any statement modified or superseded by subsequently filed
materials shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus. Subject to the preceding, the information
in this prospectus is qualified in its entirety by the information appearing in
the documents incorporated by reference.
We and MeriStar Partnership incorporate by reference the documents listed
below and any future filings made by us with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the
termination of this offering:
- Our Annual Report on Form 10-K for the fiscal year ended December 31,
2001, as amended on March 28, 2002 and May 7, 2002;
2
- Our Current Reports on Form 8-K filed on January 31, 2002 and May 7,
2002;
- Our Proxy Statement for our 2002 Annual Meeting of Stockholders filed on
April 19, 2002;
- MeriStar Partnership's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001, as amended on April 29, 2002 and May 7, 2002;
and
- MeriStar Partnership's Current Reports on Form 8-K filed on January 31,
2002 and May 7, 2002.
You may request a copy of any of these documents, at no cost, by contacting
us in writing or by telephone at our principal executive office:
MeriStar Hospitality Corporation
1010 Wisconsin Avenue, N.W.
Washington D.C. 20007
Telephone: (202) 965-4455
EXCEPT AS DESCRIBED ABOVE, NO OTHER INFORMATION IS INCORPORATED BY
REFERENCE IN THIS PROSPECTUS (INCLUDING, WITHOUT LIMITATION, INFORMATION ON OUR
WEBSITE).
3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes or incorporates forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. You can identify these forward-looking
statements by our use of words such as "intend," "plan," "may," "will,"
"project," "estimate," "anticipate," "believe," "expect," "continue,"
"potential," "opportunity," and similar expressions, whether in the negative or
affirmative. We and MeriStar Partnership cannot guarantee that we actually will
achieve these plans, intentions or expectations. All statements regarding our
expected financial position, business and financing plans are forward-looking
statements.
Actual results or events could differ materially from the plans, intentions
and expectations disclosed in the forward-looking statements we and MeriStar
Partnership make. We and MeriStar Partnership have included important facts in
various cautionary statements in this prospectus that we and MeriStar
Partnership believe could cause our actual results and those of MeriStar
Partnership to differ materially from the forward-looking statements that we and
MeriStar Partnership make. These include, but are not limited to, those under
the heading "Risk Factors" in any prospectus supplement and the following:
- any current slowdown of the national economy;
- economic conditions generally and the real estate market specifically;
- the impact of the September 11, 2001 terrorist attacks or actual or
threatened future terrorist incidents;
- legislative/regulatory changes, including changes to laws governing the
taxation of real estate investment trusts;
- availability of capital;
- interest rates;
- competition;
- supply and demand for hotel rooms in our current and proposed market
areas; and
- generally accepted accounting principles, policies and guidelines
applicable to real estate investment trusts.
The forward-looking statements do not reflect the potential impact of any
future acquisitions, mergers or dispositions. We and MeriStar Partnership
undertake no obligation to update or revise any forward-looking statements
because of new information, future events or otherwise.
---------------------
In this prospectus, "we," "us," "our," the "company" and "MeriStar" refer
to MeriStar Hospitality Corporation and its subsidiaries, unless expressly
stated otherwise or unless it is clear from the context that we mean only
MeriStar Hospitality Corporation. References to MeriStar Partnership refer to
MeriStar Hospitality Operating Partnership, L.P.
4
MERISTAR HOSPITALITY CORPORATION
MeriStar Hospitality Corporation is a real estate investment trust under
the Internal Revenue Code, or REIT, and owns a portfolio of upscale,
full-service hotels. Our hotels are diversified geographically as well as by
franchise and brand affiliations. As of December 31, 2001, we owned 112 hotels
with 28,653 rooms. The hotels are located in major metropolitan areas or rapidly
growing secondary markets in the United States and Canada. A majority of the
hotels are operated under nationally recognized brand names such as Hilton(R),
Sheraton(R), Westin(R), Marriott(R), Radisson(R), Doubletree(R) and Embassy
Suites(R).
We believe the upscale, full-service segment of the lodging industry offers
strong potential operating results and investment opportunities. The real estate
market has recently experienced a significant slowdown in the construction of
upscale, full-service hotels. Also, upscale, full-service hotels have particular
appeal to both business executives and upscale leisure travelers. We believe the
combination of these factors offers good potential ownership opportunities for
us in this sector of the lodging industry.
We and MeriStar Partnership were created on August 3, 1998, when American
General Hospitality Corporation, a corporation operating as a real estate
investment trust, merged with CapStar Hotel Company. In connection with the
merger between CapStar and American General, we created MeriStar Hotels &
Resorts, Inc., a separate publicly traded company, to be the lessee and manager
of nearly all of our hotels. At December 31, 2001, MeriStar Hotels managed all
of our hotels. We share certain key executive officers and five board members
with MeriStar Hotels. Also, an intercompany agreement aligns our interests with
the interests of MeriStar Hotels, with the objective of benefiting both
companies' shareholders.
Given the challenging operating environment that has resulted from a
slowing economy coupled with the disruptions caused by the events of September
11, 2001, we intend to focus on maximizing the profitability of our existing
hotels by actively overseeing their operation by MeriStar Hotels. In addition,
we have taken steps to strengthen our balance sheet and to maintain financial
flexibility and liquidity. We believe these steps will position us to take
advantage of opportunities that may arise in the future.
MeriStar Hospitality Finance Corp. III, a wholly-owned subsidiary of
MeriStar Partnership, may act as a co-issuer with MeriStar Partnership for
purposes of the indentures under which some of the securities offered by this
prospectus are issued. MeriStar Hospitality Finance Corp. III was formed by
MeriStar Partnership to act as co-issuer under the indentures and has no
material assets or operations.
Our principal executive offices and those of MeriStar Partnership and
MeriStar Hospitality Finance Corp. III are located at 1010 Wisconsin Avenue,
N.W., Washington, D.C. 20007. Our telephone number is (202) 965-4455.
5
USE OF PROCEEDS
Unless we state otherwise in the accompanying prospectus supplement, we
intend to use the net proceeds from the sale of the securities offered under
this prospectus for general corporate purposes. These purposes may include
additions to working capital, repayment or redemption of existing indebtedness,
and financing of capital expenditures and acquisitions.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the periods indicated for us and for MeriStar Partnership:
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
--------------------------------------------
1997(1) 1998(1) 1999 2000 2001(2)
------- ------- ---- ------- -------
MeriStar Hospitality Corporation............ 2.7x 1.9x 1.9x 1.8x 0.6x
MeriStar Hospitality Operating Partnership,
L.P....................................... 2.6x 2.4x 1.9x 1.8x 0.7x
</Table>
- ---------------
(1) We and MeriStar Partnership were created on August 3, 1998, when American
General Hospitality Corporation, a corporation operating as a REIT, and its
associated entities merged with CapStar Hotel Company and its associated
entities. In connection with the merger between CapStar and American
General, MeriStar Hotels & Resorts, a separate publicly traded company, was
created to be the lessee and manager of nearly all our hotels. Prior to
August 3, 1998, the operating results of CapStar included the revenues and
expenses of these hotels.
(2) In 2001, we and MeriStar Partnership had a $48,725 and a $46,550 deficiency,
respectively, in earnings to cover fixed charges. We and MeriStar
Partnership had the following non-recurring charges, which caused this
deficiency in earnings:
- $9.3 million payment to terminate $300 million on interest rate swaps in
conjunction with the sale of $500 million of senior unsecured notes and
the repayment of related term loans;
- $6.7 million charge to recognize the effect of interest rate swaps that
were converted to non-hedging derivatives upon the repayment of portions
of our senior secured credit facility in December 2001 in conjunction
with the sale of $250 million of senior unsecured notes;
- $43.6 million loss on asset impairment related to the write-down of
certain hotel assets. These write-downs resulted from the negative impact
of changes in the economic climate on the value of our assets;
- $2.1 million charge to write-off our investment in STS Hotel Net;
- $5.8 million in costs related to our terminated merger with FelCor
Lodging Trust;
- $1.3 million in costs to terminate leases with Prime Hospitality
Corporation; and
- $1.1 million charge due to a restructuring at corporate headquarters.
These charges are non-recurring charges which are included in income from
continuing operations for the year ended December 31, 2001.
For the purpose of computing the ratio of earnings to fixed charges,
earnings consist of income from continuing operations plus fixed charges,
excluding capitalized interest, and fixed charges consist of interest, whether
expended or capitalized, amortization of loan costs and estimated interest
within rental expense.
As of the date of this prospectus, we do not have any preferred stock
outstanding.
6
DESCRIPTION OF COMMON STOCK OF MERISTAR
For purposes of this section, the terms "we," "our," "us" and "MeriStar"
refer only to MeriStar Hospitality Corporation and not its subsidiaries.
As of May 6, 2002, our authorized stock included 100,000,000 shares of
common stock, par value $0.01 per share and 100,000,000 shares of preferred
stock, par value $0.01 per share. As of May 6, 2002, we had 44,861,244 shares of
common stock and no shares of preferred stock outstanding and 2,599,034 shares
of common stock reserved for issuance upon the exercise of outstanding stock
options. Some classes of partnership interests in MeriStar Partnership held by
third parties are redeemable by the holders for one share of our common stock
or, at our option, for cash in an amount equal to the market value of a share of
common stock. If all of these partnership interests in MeriStar Partnership were
redeemed for shares of our common stock, that redemption would, as of May 6,
2002, result in the issuance of 4,293,855 shares of common stock.
The following summary description of our stock and provisions of Maryland
law and of our charter and bylaws is subject to and qualified by reference to
the provisions of Maryland law described in this document and to our charter and
bylaws.
GENERAL
Under our charter, we have the authority to issue 100,000,000 shares of our
common stock, par value $0.01 per share, and 100,000,000 shares of preferred
stock, par value $0.01 per share. Under Maryland law, stockholders generally are
not liable for a corporation's debts or obligations.
COMMON STOCK
Subject to the provisions of our charter regarding the restrictions on
transfer of stock, each outstanding share of our common stock entitles the
holder to one vote on all matters submitted to a vote of stockholders, including
the election of directors. There is no cumulative voting in the election of
directors, which means that the holders of a majority of the outstanding shares
of our common stock can elect all of the directors then standing for election
and the holders of the remaining shares will not be able to elect any directors.
The outstanding shares of our common stock are fully paid and
non-assessable.
Holders of shares of our common stock have no preference, conversion,
exchange, sinking fund, redemption or appraisal rights and have no preemptive
rights to subscribe for any our securities. Subject to the provisions of our
charter regarding the restrictions on transfer of stock, shares of our common
stock have equal dividend, liquidation and other rights.
The holders of our common stock are entitled to dividends and other
distributions out of assets legally available at such times and in such amounts
as our directors may determine from time to time. The payment of future
dividends is dependent upon, among other factors, action by our board of
directors, our financial condition, future earnings, the availability of cash
and restrictions in instruments governing our indebtedness.
In the event of liquidation, the holders of our common stock are entitled
to all assets that remain after satisfaction of creditors and the liquidation
preferences of outstanding preferred stock, if any.
Under the Maryland General Corporation Law, a Maryland corporation
generally cannot:
- dissolve;
- amend its charter;
- merge;
- sell all or substantially all of its assets;
- engage in a share exchange; or
- engage in similar transactions outside the ordinary course of business;
7
unless approved by the affirmative vote of stockholders holding at least
two-thirds of the shares entitled to vote on the matter unless a lesser
percentage (but not less than a majority of all of the votes entitled to be cast
on the matter) is set forth in the corporation's charter.
Our charter provides that, with the exception of some amendments to our
charter, the affirmative vote of holders of shares entitled to cast a majority
of all votes entitled to be cast on such matters will be sufficient to approve
these transactions.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is EquiServe, L.P.
RESTRICTIONS ON TRANSFER
We must meet requirements concerning the ownership of outstanding shares of
our stock in order for us to qualify as a real estate investment trust or REIT
under the Internal Revenue Code. Specifically, not more than 50% in value of our
outstanding shares of stock may be owned, directly or indirectly, by five or
fewer individuals, as defined in the Internal Revenue Code to include certain
entities, during the last half of a taxable year, and the shares of our stock
must be beneficially owned by 100 or more persons during at least 335 days of a
taxable year of twelve months or during a proportionate part of a shorter
taxable year. In addition, we must meet requirements regarding the nature of our
gross income in order to qualify as a real estate investment trust. One such
requirement is that at least 75% of our company's gross income for each calendar
year must consist of rents from real property and income from other real
property investments. The rents received by our operating partnership and its
subsidiary partnerships and limited liability companies from our hotel lessees
will not qualify as rents from real property, which could result in our loss of
real estate investment trust status, if we own, actually or constructively, 10%
or more of the ownership interests in our hotel lessees, within the meaning of
section 856(d)(2)(B) of the Internal Revenue Code, other than any lessee that
qualifies as a "taxable REIT subsidiary" of ours under the Internal Revenue
Code, and the rents received from our taxable REIT subsidiaries will not qualify
as rents from real property if a manager or operator of those hotels does not
qualify as an "independent contractor" under applicable rules in the Internal
Revenue Code requiring that the manager or operator does not own more than 35%
of our shares and that not more than 35% of the interests in the manager or
operator are owned, directly or indirectly, by one or more persons who own 35%
or more of our shares.
Because our board believes it is essential for us to continue to qualify as
a REIT, our charter, subject to exceptions described below, provides that no
person may own, or be deemed to own by virtue of the attribution provisions of
the Internal Revenue Code, more than 9.8% of the number of outstanding shares of
any class of our common stock, subject to a "look-through" exception that
permits mutual funds and other entities to own as much as 15% of any class of
our common stock in appropriate circumstances. Some types of entities including
some pension trusts, mutual funds and corporations will be looked through for
purposes of the "closely held" test in section 856(h) of the Internal Revenue
Code. Subject to limited exceptions, our charter will allow these entities under
the "look-through" ownership limitation to own up to 15% of the shares of any
class of our common stock, provided that such ownership does not cause any
beneficial owner of the entity to exceed the 9.8% stock ownership limitation
described above or otherwise result in a violation of the tests described in
clauses (2), (3), (4) and (5) of the next succeeding paragraph. In addition, our
charter prohibits the direct or indirect ownership of more than 34.9% of the
shares of our common stock by any person that manages or operates any of our
hotels or by one or more persons who each directly or indirectly own both our
common stock and an ownership interest in any entity that manages or operates
any of our hotels if those persons directly or indirectly own more than 35% of
the interests in that entity that manages or operates any of our hotels.
Any transfer of our common stock that would:
(1) result in any person owning, directly or indirectly, our common
stock in excess of the 9.8% stock ownership limitation or the
"look-through" ownership limitation, if applicable;
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(2) result in our common stock being owned by fewer than 100 persons
determined without reference to any rules of attribution;
(3) result in our company being "closely held" within the meaning of
section 856(h) of the Internal Revenue Code;
(4) cause our company to own, actually or constructively, 9.9% or
more of the ownership interests in a tenant of our company's, our operating
partnership's or a subsidiary partnership's or limited liability company's
real property, within the meaning of section 856(d)(2)(B) of the Internal
Revenue Code; or
(5) result in the direct or indirect ownership of more than 34.9% of
the shares of our common stock by any person that manages or operates any
of our hotels or by one or more persons who each directly or indirectly own
both our common stock and an ownership interest in any entity that manages
or operates any of our hotels if those persons directly or indirectly own
more than 35% of the interests in that entity that manages or operates any
of our hotels
will be void from the time the transfer was to have been made, and the intended
transferee or transferees will acquire no rights in the shares of our common
stock that would cause any of the results described above.
In that event, those shares will be designated as "shares-in-trust" and
will be transferred automatically to a trust, effective on the day before the
purported transfer of the shares of our common stock. The record holder of the
shares of our common stock that are designated as shares-in-trust (the
"Prohibited Owner") will be required to submit that number of shares of our
common stock to us for registration in the name of the trustee of the trust. The
trustee will be designated by us but will not be affiliated with us or with the
Prohibited Owner. The beneficiary of the trust will be one or more charitable
organizations named by us.
Shares-in-trust will remain issued and outstanding shares of our common
stock and will be entitled to the same rights and privileges as all other shares
of the same class and series. The trustee will receive all dividends and
distributions on the shares-in-trust and will hold those dividends or
distributions in trust for the benefit of the beneficiary. The trustee will vote
all shares-in-trust. The trustee will designate a permitted transferee of the
shares-in-trust, provided that the permitted transferee purchases the
shares-in-trust for valuable consideration and acquires the shares-in-trust
without the acquisition resulting in the redesignation of the shares as
shares-in-trust.
The Prohibited Owner with respect to shares-in-trust will be required to
repay to the trustee the amount of any dividends or distributions received by
the Prohibited Owner that are attributable to any shares-in-trust and the record
date of which was on or after the date that the shares become shares-in-trust.
Any vote by a Prohibited Owner prior to our discovery that the shares-in-trust
were held in trust will be rescinded as void from the time the vote was to have
been cast and recast by the trustee, in its sole and absolute discretion.
However, if we have already taken irreversible corporate action based on that
vote, then the trustee shall not have the authority to rescind and recast that
vote. The Prohibited Owner generally will receive from the trustee the lesser
of:
(1) the price per share the Prohibited Owner paid for the shares of
common stock that were designated as shares-in-trust or, in the case of a
gift or devise or other "non-transfer" events, the average closing sales
price per share on the five trading days ending on the date of the gift,
devise or "non-transfer" event; and
(2) the price per share received by the trustee from the sale of the
shares-in-trust.
Any amounts the trustee receives in excess of the amounts to be paid to the
Prohibited Owner will be distributed to the beneficiary.
The shares-in-trust will be deemed to have been offered for sale to our
company, or our designee, at a price per share equal to the lesser of:
(1) the price per share in the transaction that created the
shares-in-trust or, in the case of a gift or devise or other "non-transfer"
events, the average closing sales price per share on the five trading days
ending on the date of the gift, devise or "non-transfer" event; and
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(2) the average closing sales price per share on the five trading days
ending on the date that we, or our designee, accepts the offer.
Subject to the trustee's ability to designate a permitted transferee, we will
have the right to accept the offer for a period of 90 days after the later of
the date of the purported transfer or other event which resulted in the creation
of those shares-in-trust and the date we determine in good faith that a transfer
or other event resulting in the shares-in-trust occurred.
All persons who own, directly or indirectly, more than 5%, or the lower
percentages as required pursuant to regulations under the Internal Revenue Code,
of the outstanding shares of our stock must, within 30 days after January 1 of
each year, provide us with a written statement or affidavit stating the name and
address of the direct or indirect owner, the number of shares of our common
stock owned directly or indirectly and a description of how the shares are held.
In addition, each direct or indirect stockholder shall provide us with any
additional information as we may request in order to determine the effect, if
any, of share ownership on our status as a real estate investment trust and to
ensure compliance with the 9.8% stock ownership limitation, the "look-through"
ownership limitation or the 34.9% ownership limitation, each as described above.
The 9.8% stock ownership limitation or the "look-through" ownership
limitation, as applicable, generally will not apply to the acquisition of shares
of our common stock by an underwriter that participates in a public offering of
those shares. Also, the 34.9% ownership limitation generally will not apply to
the acquisition of shares or our common stock or to rights, options or warrants
for, or securities convertible into, our common stock by an underwriter that
participates in a public offering of those shares, rights, options, warrants or
other securities, if the underwriter, either alone or together with other
persons that own both our stock and interests in any entity that manages or
operates our hotels, does not directly or indirectly own more than 34.9% of the
shares of our common stock. In addition, our board, upon receipt of a ruling
from the Internal Revenue Service or an opinion of counsel and upon other
conditions as our board may direct, may exempt a person from the 9.8% stock
ownership limitation or the "look-through" ownership limitation, as applicable,
under some circumstances.
All certificates representing shares of our common stock will bear a legend
referring to the restrictions described above.
The 9.8% stock ownership limitation and the 34.9% ownership limitation
could have the effect of delaying, deferring or preventing a takeover or other
transaction in which holders of some, or a majority, of shares of our common
stock might receive a premium for their shares of our common stock over the then
prevailing market price or which such holders might believe to be otherwise in
their best interest.
CHARTER AND BYLAW PROVISIONS AND PROVISIONS OF MARYLAND LAW
Number of Directors; Classification of our Board. Our charter and bylaws
provide that the number of directors will consist of not less than three nor
more than fifteen persons, as determined by the affirmative vote of a majority
of the members of our entire board. At all times, a majority of the directors
shall be independent directors, except that upon the death, removal, incapacity
or resignation of an independent director, such requirement shall not be
applicable for 60 days. There are currently ten directors, six of whom are
independent directors. The holders of our common stock are entitled to vote on
the election or removal of directors, with each share entitled to one vote. Any
vacancy will be filled, at any regular meeting or at any special meeting called
for that purpose, by a majority vote of the remaining directors, except that a
vacancy resulting from an increase in the number of directors must be filled by
a majority vote of our entire board.
Our charter divides our board into three classes of directors. The term of
the first class expires in 2003, the term of the Class II directors expires in
2004 and the term of the Class III directors expires in 2002. As the term of
each class expires, directors in that class will be elected by our stockholders
for a term of three years and until their successors are duly elected and
qualify. Classification of our board is intended to assure the continuity and
stability of our company's business strategies and policies as determined by our
board. Because holders of our common stock will have no right to cumulative
voting in the election of directors, at
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each annual meeting of stockholders, the holders of a majority of the shares of
our common stock will be able to elect all of the successors of the class of
directors whose terms expire at that meeting.
The classified board provision could have the effect of making the
replacement of incumbent directors more time consuming and difficult, which
could delay, defer, discourage or prevent an attempt by a third party to obtain
control of our company or other transaction, even though stockholders might
believe such an attempt or other transaction is in their best interests. At
least two annual meetings of stockholders, instead of one, will generally be
required to effect a change in a majority of our board. Thus, the classified
board provision could increase the likelihood that incumbent directors will
retain their positions.
Removal; Filling Vacancies. Our bylaws provide that, unless our board
otherwise determines, any vacancies, except vacancies resulting from an increase
in the number of directors, which will be filled by a majority vote of our
entire board, will be filled by the affirmative vote of a majority of the
remaining directors, though less than a quorum. Any director so elected shall
hold office until the next annual meeting of stockholders. Our charter provides
that directors may be removed, with or without cause, only by the affirmative
vote of the holders of at least 75% of votes entitled to be cast in the election
of the directors. This provision, when coupled with the provision of our bylaws
authorizing the board to fill vacant directorships, precludes stockholders from
removing incumbent directors, except upon a substantial affirmative vote, and
filling the vacancies created by such removal with their own nominees.
Limitation of Liability and Indemnification. The Maryland General
Corporation Law permits a Maryland corporation to include in its charter a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except for liability
resulting from actual receipt of an improper benefit or profit in money,
property or services or active and deliberate dishonesty established by a final
judgment as being material to a cause of action adjudicated in any proceeding.
Our charter contains such a provision which eliminates such liability to the
maximum extent permitted by Maryland law.
Our charter obligates us, to the maximum extent permitted by Maryland law,
to indemnify, and to pay or to reimburse reasonable expenses in advance of final
disposition of a proceeding to, any of our current or former directors or
officers (or their estates) who is, was or is threatened to be made a party to,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, investigative or otherwise, by reason of the fact that
that person is or was our director or officer. This indemnification obligation
also covers a person who is or was serving at our request as a director,
officer, trustee, partner, member, agent or employee of another corporation,
partnership, limited liability company, association, joint venture, trust or
other enterprise if sued or threatened to be sued as a result of this service.
Our charter also permits us to indemnify and advance expenses to any person who
served a predecessor of ours in any of the capacities described above and to any
employee or agent of ours or a predecessor of ours.
Unless its charter provides otherwise, Maryland law requires a Maryland
corporation to indemnify a director or officer who has been successful, on the
merits or otherwise, in the defense of any proceeding to which he is made a
party by reason of his service in that capacity. Our charter does not provide
otherwise. Maryland law permits a Maryland corporation to indemnify its present
and former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that:
(1) the act or omission of the director or officer was material to
the matter giving rise to the proceeding and was committed in bad faith or
was the result of active and deliberate dishonesty;
(2) the director or officer actually received an improper personal
benefit in money, property or services; or
(3) in the case of any criminal proceeding, the director or officer
had reasonable cause to believe that the act or omission was unlawful.
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However, a Maryland corporation may not indemnify for an adverse judgment in a
suit by or in the right of the corporation or for a judgment of liability on the
basis that a personal benefit was improperly received, unless in either case a
court orders indemnification and then only for expenses.
In addition, Maryland law permits a corporation to advance reasonable
expenses to a director or officer upon the corporation's receipt of:
- a written affirmation by the director or officer of his good faith belief
that he has met the standard of conduct necessary for indemnification by
the corporation; and
- a written undertaking by him or on his behalf to repay the amount paid or
reimbursed by the corporation if it is ultimately determined that the
standard of conduct was not met.
Our company also has purchased and maintains insurance on behalf of all of
our directors and executive officers against liability asserted against or
incurred by them in their official capacities with our company, whether or not
our company is required or has the power to indemnify them against the same
liability.
Business Combinations. Maryland law provides that "business combinations"
including a merger, consolidation, share exchange or, in some circumstances, an
asset transfer or issuance or reclassification of equity securities, between a
Maryland corporation and an interested stockholder -- any person who
beneficially owns 10% or more of the voting power of such corporation's shares,
or an affiliate or associate of such corporation who, at any time within the
two-year period prior to the date in question, was the beneficial owner of 10%
or more of the voting power of the then-outstanding voting shares of such
corporation, or an affiliate thereof -- are prohibited for five years after the
most recent date on which the interested stockholder became an interested
stockholder. A person is not an interested stockholder if the board of directors
approved in advance the transaction by which the person otherwise would have
become an interested stockholder. However, in approving a transaction, the board
of directors may provide that its approval is subject to compliance, at or after
the time of approval, with any terms and conditions determined by the board.
Thereafter, any such business combination must be recommended by the board
of such corporation and approved by the affirmative vote of at least:
- 80% of the votes entitled to be cast by holders of outstanding voting
shares of such corporation; and
- two-thirds of the votes entitled to be cast by holders of voting shares
of such corporation other than the shares held by the interested
stockholder with whom (or with whose affiliate) the business combination
is to be effected or held by an affiliate or associate of the interested
stockholder, unless, among other conditions, the corporation's
stockholders receive a minimum price as defined in the Maryland General
Corporation Law for their shares and the consideration is received in
cash or in the same form as previously paid by the interested stockholder
for its shares.
These provisions of the Maryland law do not apply, however, to business
combinations that are approved or exempted by the board of the corporation prior
to the time that the interested stockholder becomes an interested stockholder.
Control Share Acquisition Statute. Maryland law provides that "control
shares" of a Maryland corporation acquired in a "control share acquisition" have
no voting rights except to the extent approved by a vote of two-thirds of the
votes entitled to be cast on the matter, excluding shares owned by the acquiror,
by officers or by directors who are employees of the corporation. "Control
shares" are voting shares which, if aggregated with all other such shares
previously acquired by the acquiror, or in respect of which the acquiror is able
to exercise or direct the exercise of voting power except solely by virtue of a
revocable proxy, would entitle the acquiror to exercise voting power in electing
directors within one of the following ranges of voting power:
(1) one-tenth or more but less than one-third;
(2) one-third or more but less than a majority; or
(3) a majority or more of all voting power.
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Control shares do not include shares which the acquiring person is then entitled
to vote as a result of having previously obtained stockholder approval. A
"control share acquisition" means the acquisition of control shares, subject to
exceptions.
A person who has made or proposes to make a control share acquisition, upon
satisfaction of conditions, including an undertaking to pay expenses, may compel
the board of the corporation to call a special meeting of stockholders to be
held within 50 days of demand to consider the voting rights of the shares. If no
request for a meeting is made, the corporation may itself present the question
at any shareholders meeting.
If voting rights are not approved at the meeting or if the acquiring person
does not deliver an acquiring person statement as required by the statute, then,
subject to conditions and limitations, the corporation may redeem any or all of
the control shares, except those for which voting rights have previously been
approved, for fair value determined, without regard to the absence of voting
rights for the control shares, as of the date of the last control share
acquisition by the acquiror or of any meeting of stockholders at which the
voting rights of such shares are considered and not approved. If voting rights
for control shares are approved at a stockholders meeting and the acquiror
becomes entitled to vote a majority of the shares entitled to vote, all other
stockholders may exercise appraisal rights. The fair value of the shares as
determined for purposes of such appraisal rights may not be less than the
highest price per share paid by the acquiror in the control share acquisition,
and limitations and restrictions otherwise applicable to the exercise of
dissenters' rights do not apply in the context of a control share acquisition.
The control share acquisition statute does not apply to shares acquired in
a merger, consolidation or share exchange, if the corporation is a party to the
transaction, or to acquisitions approved or exempted by the charter or bylaws of
the corporation.
Our bylaws contain a provision exempting from the control share acquisition
statute any and all acquisitions by any person of our stock. The provision may
be amended or eliminated at any time in the future.
Amendment to Our Charter. Our charter may normally be amended by the
affirmative vote of holders of shares entitled to cast a majority of all votes
entitled to be cast on such an amendment. However:
- no term or provision of our charter may be added, amended or repealed in
any respect that would, in the determination of our board, cause us not
to qualify as a REIT under the Internal Revenue Code,
- some provisions of our charter, including provisions relating to our
stock, restrictions on transfer of our stock, preemptive rights of
holders of stock, the classification of directors, the removal of
directors, independent directors and the indemnification and limitation
of liability of officers and directors, may not be amended or repealed,
and
- provisions imposing cumulative voting in the election of directors may
not be added to our charter,
unless, in each such case, such action is approved by the affirmative vote of
the holders of not less than two-thirds of all the votes entitled to be cast on
the matter.
Dissolution of Our Company. The affirmative vote of the holders of not
less than a majority of all of the votes entitled to be cast on the matter must
approve the dissolution of our company.
Advance Notice of Director Nominations and New Business. Our bylaws
provide that with respect to an annual meeting of stockholders, nominations of
persons for election of our board and the proposal of business to be considered
by stockholders may be made
- pursuant to our notice of the meeting,
- by or at the direction of our board or
- by a stockholder who is entitled to vote at the meeting and has complied
with the advance notice procedures set forth in our bylaws.
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Our bylaws provide that with respect to special meetings of stockholders, only
the business specified in our company's notice of meeting may be brought before
the meeting of stockholders other than nominations of persons for election to
our board, which may be brought before the meeting
- pursuant to our notice of the meeting,
- by or at the direction of our board or
- by a stockholder who is entitled to vote at the meeting and has complied
with the advance notice procedures set forth in our bylaws provided that
our board has determined that directors shall be elected at such meeting.
Meetings of Stockholders. Our bylaws provide that annual meetings of
stockholders shall be held on a date and at the time set by our board during the
month of May each year. Special meetings of our stockholders may be called by
our President, Chief Executive Officer or board. As permitted by Maryland law,
our bylaws provide that special meetings must be called by our Secretary upon
the written request of the holders of shares entitled to cast not less than a
majority of all votes entitled to be cast at the meeting.
Operations. Our charter requires the board generally to use commercially
reasonable efforts to cause our company to qualify as a REIT.
Anti-Takeover Effect of Provisions of Maryland Law and of Our Charter and
Our Bylaws. The following provisions could delay, defer or prevent a
transaction or a change in control of our company that might involve a premium
price for holders of our common stock or that our holders might believe to be in
their best interest:
- the business combination provisions of Maryland law;
- if the applicable provisions in our bylaws are amended or rescinded, the
control share acquisition provisions of Maryland law;
- the provisions of our charter on classification of our board and removal
of directors; and
- the advance notice provisions of our bylaws.
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DESCRIPTION OF PREFERRED STOCK OF MERISTAR
For purposes of this section, the terms "we," "our," "us" and "MeriStar"
refer only to MeriStar Hospitality Corporation and not its subsidiaries.
GENERAL
Under our charter, we have the authority to issue 100,000,000 shares of
preferred stock, par value $0.01 per share. Our charter further provides that
our board of directors may designate the rights, preferences and priorities of
any of the unissued shares of our preferred stock, provided that such preferred
stock will not be used for anti-takeover purposes and will not have
super-majority voting rights.
Our board of directors may issue shares of preferred stock in one or more
series, and may designate the number of shares to be included in the series and
the preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends or other distributions, qualifications or terms or
conditions of redemption of that series, except as otherwise stated in our
charter. The preferred stock will be, when issued, fully paid and nonassessable.
The rights of holders of any preferred stock offered may be adversely
affected by the rights of holders of any shares of preferred stock that may be
issued in the future. The board of directors may cause shares of preferred stock
to be issued in public or private transactions for any proper corporate purpose,
provided, however, that the preferred stock may not be used for anti-takeover
purposes.
To the extent applicable, the transfer agent, registrar, dividend
disbursing agent and redemption agent for shares of each series of preferred
stock will be named in the prospectus supplement relating to that series.
RANK
The shares of preferred stock of any series have the rank set forth in the
relevant articles supplementary and described in the prospectus supplement
relating to the relevant series.
DIVIDENDS
The articles supplementary setting forth the terms of a series of preferred
stock may provide that holders of that series are entitled to receive dividends,
when, as and if authorized by our board of directors out of funds legally
available for dividends. The rates and dates of payment of dividends and any
other terms applicable to the dividends will be set forth in the relevant
articles supplementary and described in the prospectus supplement relating to
the relevant series.
Dividends will be payable to holders of record of preferred stock as they
appear on our books or, if applicable, the records of the depositary referred to
below under "Description of Depositary Shares of MeriStar," on the record dates
fixed by the board of directors. Dividends on any series of preferred stock may
be cumulative or noncumulative and payable in cash or in kind.
CONVERSION AND EXCHANGE
The articles supplementary setting forth the terms of a series of preferred
stock may provide for and the prospectus supplement for the relevant series of
preferred stock may describe the terms, if any, on which shares of that series
are convertible into or exchangeable for shares of our common stock or common
stock of a third party.
REDEMPTION
If so specified in the articles supplementary setting forth the terms of a
series of preferred stock, which will be described in the applicable prospectus
supplement, a series of preferred stock may be redeemable at our or the holder's
option and/or may be mandatorily redeemed partially or in whole.
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LIQUIDATION PREFERENCE
Upon any voluntary or involuntary liquidation, dissolution or winding up of
us, holders of each series of preferred stock may be entitled to receive
distributions upon liquidation. Those distributions will be made before any
distribution is made on any securities ranking junior relating to liquidation.
The terms and conditions of those distributions will be set forth in the
applicable articles supplementary and described in the relevant prospectus
supplement.
VOTING RIGHTS
The holders of shares of preferred stock will have the voting rights
provided by the applicable articles supplementary and required by applicable
law. These voting rights will be described in the applicable prospectus
supplement.
RESTRICTIONS ON OWNERSHIP AND TRANSFER
We intend to amend our charter to impose ownership and transfer limitations
similar to those described above under the caption "Description of Common Stock
of MeriStar" in respect of our preferred stock, debt securities convertible into
our preferred stock, warrants to purchase our preferred stock or debt securities
convertible into our preferred stock, and depositary shares representing
preferred stock, prior to issuing or agreeing to issue any of those securities.
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DESCRIPTION OF DEPOSITARY SHARES OF MERISTAR
For purposes of this section, the terms "we," "our," "us" and "MeriStar"
refer only to MeriStar Hospitality Corporation and not its subsidiaries.
GENERAL
We may issue depositary shares, each of which will represent a fractional
interest of a share of a particular series of preferred stock, as specified in
the applicable prospectus supplement. We will deposit with a depositary (the
"preferred stock depositary") shares of preferred stock of each series
represented by depositary shares. We will enter into a deposit agreement (each a
"deposit agreement") with the preferred stock depositary and holders from time
to time of the depositary receipts issued by the preferred stock depositary
which evidence the depositary shares ("depositary receipts"). Subject to the
terms of the deposit agreement, each owner of a depositary receipt will be
entitled, in proportion to the holder's fractional interest in the preferred
stock, to all the rights and preferences of the series of the preferred stock
represented by the depositary shares (including dividend, voting, conversion,
redemption and liquidation rights). Our charter provides that we may not issue
preferred stock for anti-takeover purposes or with super-majority voting rights.
Immediately after we issue and deliver the preferred stock to a preferred
stock depositary, we will cause the preferred stock depositary to issue the
depositary receipts on our behalf. You may obtain copies of the applicable form
of deposit agreement and depositary receipt from us upon request. The statements
made in this section relating to the deposit agreement and the depositary
receipts are summaries of certain anticipated provisions. These summaries are
not complete and we may modify them in a prospectus supplement. For more detail,
we refer you to the deposit agreement itself, which we will file as an exhibit
to the registration statement.
DIVIDENDS AND OTHER DISTRIBUTIONS
The preferred stock depositary will distribute all cash dividends or other
cash distributions received in respect of the preferred stock to the record
holders of depositary receipts in proportion to the number of the depositary
receipts owned by the holders, subject to the obligations of holders to file
proofs, certificates and other information and to pay certain charges and
expenses to the preferred stock depositary.
In the event of a distribution other than in cash, the preferred stock
depositary will distribute property received by it to the record holders of
depositary receipts in proportion to the number of the depositary receipts owned
by the holders, unless the preferred stock depositary determines that it is not
feasible to make the distribution, in which case the preferred stock depositary
may, with our approval, sell the property and distribute the net proceeds from
the sale to the holders.
No distribution will be made in respect of any depositary share that
represents any preferred stock converted into other securities.
WITHDRAWAL OF STOCK
Upon surrender of the depositary receipts at the corporate trust office of
the preferred stock depositary, unless we have previously called for redemption
or converted into other securities the related depositary shares, the holders
will be entitled to delivery at that office of the number of whole or fractional
shares of the preferred stock and any money or other property represented by the
depositary shares. Holders of depositary receipts will be entitled to receive
shares of the related preferred stock as specified in the applicable prospectus
supplement, but holders of the shares of preferred stock will not thereafter be
entitled to receive depositary shares.
REDEMPTION OF DEPOSITARY SHARES
Whenever we redeem shares of preferred stock held by the preferred stock
depositary, the preferred stock depositary will concurrently redeem the number
of depositary shares representing shares of the preferred stock so redeemed,
provided we have paid the applicable redemption price for the preferred stock to
be redeemed
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plus an amount equal to any accrued and unpaid dividends to the date fixed for
redemption. The redemption price per depositary share will be equal to the
corresponding proportion of the redemption price and any other amounts per share
payable with respect to the preferred stock. If fewer than all the depositary
shares are to be redeemed, the depositary shares to be redeemed will be selected
pro rata as nearly as may be practicable without creating fractional depositary
shares or by any other equitable method determined by the preferred stock
depositary.
From and after the date fixed for redemption:
- all dividends in respect of the shares of preferred stock called for
redemption will cease to accrue;
- the depositary shares called for redemption will no longer be deemed to
be outstanding; and
- all rights of the holders of the depositary receipts evidencing the
depositary shares called for redemption will cease, except the right to
receive any moneys payable upon the redemption and any money or other
property to which the holders of the depositary receipts were entitled
upon redemption and surrender to the preferred stock depositary.
VOTING OF THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the preferred
stock are entitled to vote, the preferred stock depositary will mail the
information contained in the notice of meeting to the record holders of the
depositary receipts. Each record holder of these depositary receipts on the
record date which will be the same date as the record date for the preferred
stock will be entitled to instruct the preferred stock depositary as to the
exercise of the voting rights pertaining to the amount of preferred stock
represented by the holder's depositary shares. The preferred stock depositary
will vote the amount of preferred stock represented by the depositary shares in
accordance with the instructions, and we will agree to take all reasonable
action necessary to enable the preferred stock depositary to do so. The
preferred stock depositary will abstain from voting the amount of preferred
stock represented by the depositary shares for which it does not receive
specific instructions from the holders of depositary receipts evidencing the
depositary shares. The preferred stock depositary will not be responsible for
any failure to carry out any instruction to vote, or for the manner or effect of
any vote made, as long as the action or non-action is in good faith and does not
result from the preferred stock depositary's negligence or willful misconduct.
LIQUIDATION PREFERENCE
If we voluntarily or involuntarily liquidate, dissolve or wind up, the
holders of each depositary receipt will be entitled to the fraction of the
liquidation preference accorded each share of preferred stock represented by the
depositary shares, as set forth in the applicable prospectus supplement.
CONVERSION OF PREFERRED STOCK
The depositary shares, as such, are not convertible into any class of our
common stock or any of our other securities or property. Nevertheless, if we so
specify in the applicable prospectus supplement relating to an offering of
depositary shares, holders may surrender depositary receipts to the preferred
stock depositary with written instructions to the preferred stock depositary to
instruct us to convert the preferred stock represented by the depositary shares
into whole shares of the specified class of common stock, other shares of our
preferred stock or other shares of stock. We have agreed that upon receipt of
the instructions and any amounts payable, we will convert the depositary shares
using the same procedures as those provided for converting preferred stock. If
the depositary shares evidenced by a depositary receipt are to be converted in
part only, the preferred stock depositary will issue one or more new depositary
receipts for any depositary shares not converted. No fractional shares of common
stock will be issued upon conversion, and if the conversion would result in a
fractional share being issued, we will pay an amount in cash equal to the value
of the fractional interest based upon the closing price, if any, of the
applicable class of common stock on the last business day prior to the
conversion.
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AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
We may amend the form of depositary receipt and any provision of the
deposit agreement at any time by agreement between us and the preferred stock
depositary. However, any amendment that materially and adversely alters the
rights of the holders of depositary receipts or that would be materially and
adversely inconsistent with the rights granted to the holders of the related
preferred stock will not be effective unless the holders of at least a majority
of the depositary shares evidenced by the depositary receipts then outstanding
approve the amendment. No amendment will impair the right, subject to the
exceptions set forth in the depositary agreement, of any holder of depositary
receipts to surrender any depositary receipt with instructions to deliver to the
holder the related preferred stock and all money and other property, if any,
represented by the depositary receipt, except in order to comply with law. Every
holder of an outstanding depositary receipt at the time any such amendment
becomes effective will be deemed, by continuing to hold the receipt, to consent
and agree to the amendment and to be bound by the deposit agreement as amended.
We may terminate the deposit agreement upon not less than 30 days' prior
written notice to the preferred stock depositary if a majority of each series of
preferred stock affected by the termination consents to the termination. Upon
termination, the preferred stock depositary will deliver or make available to
each holder of depositary receipts, upon surrender of the depositary receipts
held by the holder, the number of whole or fractional shares of preferred stock
represented by the depositary shares evidenced by the depositary receipts
together with any other property held by the preferred stock depositary with
respect to the depositary receipt.
In addition, the deposit agreement will automatically terminate if:
- all outstanding depositary shares have been redeemed;
- there has been a final distribution with respect to the related preferred
stock in connection with our liquidation, dissolution or winding up and
the distribution has been distributed to the holders of depositary
receipts evidencing the depositary shares representing the preferred
stock; or
- each share of the related preferred stock has been converted into our
securities which are not represented by depositary shares.
CHARGES OF PREFERRED STOCK DEPOSITARY
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the deposit agreement. In addition, we will pay the
fees and expenses of the preferred stock depositary in connection with the
performance of its duties under the deposit agreement unless expressly provided
otherwise. However, holders of depositary receipts will pay the fees and
expenses of the preferred stock depositary for any duties requested by the
holders to be performed which are outside of those expressly provided for in the
deposit agreement.
RESIGNATION AND REMOVAL OF DEPOSITARY
The preferred stock depositary may resign at any time by delivering to us
notice of its election to do so, and we may at any time remove the preferred
stock depositary. Any such resignation or removal will take effect upon our
appointment of a successor preferred stock depositary. We must appoint a
successor preferred stock depositary within 60 days after delivery of the notice
of resignation or removal, and any preferred stock depositary must be a bank or
trust company having its principal office in the United States and having a
combined capital and surplus of at least $50,000,000.
MISCELLANEOUS
The preferred stock depositary will forward to holders of depositary
receipts any reports and communications the preferred stock depositary receives
from us relating to the preferred stock.
We will not be liable, nor will the preferred stock depositary be liable,
if we are prevented from or delayed in, by law or any circumstances beyond our
control, performing our obligations under the deposit agreement. Our obligations
and the obligations of the preferred stock depositary under the deposit
agreement will be
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limited to performing our duties in good faith and without negligence (in the
case of any action or inaction in the voting of preferred stock represented by
the depositary shares), gross negligence or willful misconduct. We will not be
obligated, nor will the preferred stock depositary be obligated, to prosecute or
defend any legal proceeding in respect of any depositary receipts, depositary
shares or shares of preferred stock represented thereby unless satisfactory
indemnity is furnished to us. We may rely, and the preferred stock depositary
may rely, on written advice of counsel or accountants, or information provided
by persons presenting shares of preferred stock represented thereby for deposit,
holders of depositary receipts or other persons we believe in good faith to be
competent to give such information, and on documents we believe in good faith to
be genuine and signed by a proper party.
In the event the preferred stock depositary receives conflicting claims,
requests or instructions from holders of depositary receipts, on the one hand,
and us, on the other hand, the preferred stock depositary will be entitled to
act on such claims, requests or instructions received from us.
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DESCRIPTION OF DEBT SECURITIES OF MERISTAR
For purposes of this section, the terms "we", "our," "us" and "MeriStar"
refer only to MeriStar Hospitality Corporation and not its subsidiaries.
We may issue senior or subordinated debt securities. The senior debt
securities will constitute part of our senior debt, will be issued under a
senior debt indenture and will rank on a parity with all of our other unsecured
and unsubordinated debt. The subordinated debt securities will be issued under a
subordinated debt indenture and will be subordinate and junior in right of
payment, as set forth in the subordinated debt indenture, to all of our senior
indebtedness. If this prospectus is being delivered in connection with a series
of subordinated debt securities, the accompanying prospectus supplement or the
information we incorporate in this prospectus by reference will indicate the
approximate amount of senior indebtedness outstanding as of the end of the most
recent fiscal quarter for which financial statements are available. We refer to
our senior debt indenture and our subordinated debt indenture individually as an
"indenture" and collectively as the "indentures." In addition, our senior and
subordinated debt securities will be co-issued by MeriStar Partnership. The
forms of the indentures are exhibits to the registration statement we filed with
the SEC, of which this prospectus is a part.
We have summarized below the material provisions of the indentures and the
debt securities, or indicated which material provisions will be described in the
related prospectus supplement. These descriptions are only summaries, and each
investor should refer to the applicable indenture, which describes completely
the terms and definitions summarized below and contains additional information
regarding the debt securities. Any reference to particular sections or defined
terms of the applicable indenture in any statement under this heading qualifies
the entire statement and incorporates by reference the applicable section or
definition into that statement.
GENERAL
The debt securities that may be offered under the indentures are not
limited in aggregate principal amount. We may issue debt securities at one or
more times in one or more series. Each series of debt securities may have
different terms. The terms of any series of debt securities will be described
in, or determined by action taken pursuant to, a resolution of our board of
directors or in a supplement to the indenture relating to that series.
The prospectus supplement, including any related pricing supplement,
relating to any series of debt securities that we may offer will state the price
or prices at which the debt securities will be offered, and will contain the
specific terms of that series. These terms may include the following:
- the title of the series of debt securities;
- whether the debt securities are senior debt securities or subordinated
debt securities or any combination thereof;
- the purchase price, denomination and any limit on the aggregate principal
amount of the debt securities;
- the date or dates on which principal and premium and other amounts, if
any, on the debt securities will be payable or the manner of their
determination;
- the terms and conditions, if any, under which the debt securities may be
converted into or exchanged for common stock or other securities;
- the rate or rates at which the debt securities will bear interest, if
any, or the method of calculating the rate or rates of interest, the
method of payment of interest, in particular whether the interest will be
paid in kind or otherwise, the date or dates from which interest will
accrue or the method by which the date or dates will be determined, the
dates on which interest will be payable, and any regular record date for
payment of interest;
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- the place or places where the principal of, premium and other amounts, if
any, and interest on the debt securities will be payable;
- any covenants to which MeriStar or its subsidiaries may be subject with
respect to the debt securities;
- the place or places where the debt securities may be exchanged or
transferred;
- the terms and conditions upon which we may redeem the debt securities, in
whole or in part, at our option;
- the terms and conditions upon which we may be obligated to redeem or
purchase the debt securities under any sinking fund or similar provisions
or upon the happening of a specified event, passage of time or at the
option of a holder;
- the denominations in which the debt securities will be issuable, if other
than denominations of $1,000 and any integral multiple of $1,000;
- if other than U.S. dollars, the currency or currencies, including the
currency unit or units, in which payments of principal of, premium and
other amounts, if any, and interest on the debt securities will or may be
payable, or in which the debt securities shall be denominated, and any
particular related provisions;
- if we or a holder may elect that payments of principal of, premium and
other amounts, if any, or interest on the debt securities be made in a
currency or currencies, including currency unit or units, other than that
in which the debt securities are denominated or designated to be payable,
the currency or currencies in which such payments are to be made,
including the terms and conditions applicable to any payments and the
manner in which the exchange rate with respect to such payments will be
determined, and any particular related provisions;
- if the amount of payments of principal of, premium and other amounts, if
any, and interest on debt securities are determined with reference to an
index, formula or other method, which may be based, without limitation,
on a currency or currencies other than that in which the debt securities
are denominated or designated to be payable, the index, formula or other
method by which the amounts will be determined;
- if other than the full principal amount, the portion of the principal
amount of the debt securities which will be payable upon declaration of
acceleration of maturity;
- the applicability of the provisions described in "--Defeasance and
Covenant Defeasance" below;
- whether the subordination provisions summarized below or different
subordination provisions will apply to any debt securities that are
subordinated debt securities;
- the events of default;
- any agents for the debt securities, including trustees, depositories,
authenticating, conversion, calculation or paying agents, transfer agents
or registrars;
- any provisions relating to the satisfaction and discharge of the debt
securities;
- if we will issue the debt securities in whole or in part in the form of
global securities;
- whether the debt securities will have the benefits of any guarantee and,
if so, the identity of the guarantors and the terms and provisions
applicable to any such guarantee; and
- any other terms of the debt securities.
The debt securities may be offered and sold at a substantial discount below
their stated principal amount and may be "original issue discount securities."
Alternatively, debt securities may be sold in a package with another security
and the allocation of the offering price between the two securities may have the
effect of offering the debt security at an original issue discount, in which
case the debt security will be an "original issue discount security." "Original
issue discount securities" might bear no interest or interest at a rate below
the
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prevailing market rate at the time of issuance. In addition, less than the
entire principal amount of these securities may be payable upon declaration of
acceleration of their maturity. We will summarize material United States federal
income tax considerations and other special considerations that may be
applicable to holders of original issue discount securities in the applicable
prospectus supplement.
EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT
Unless otherwise indicated in the applicable prospectus supplement, the
principal of, premium and other amounts, if any, and interest on the debt
securities will be payable, and the exchange of and the transfer of debt
securities will be registrable, at our office or agency maintained for such
purpose in New York and at any other office or agency maintained for that
purpose to the person in whose name the registered debt security is registered
at the close of business on the regular record date for these payments. We will
pay principal and premium and other amounts on registered debt securities only
against surrender of these debt securities. If we issue debt securities in
bearer form, the prospectus supplement or term sheet will describe where and how
payment will be made. Unless otherwise provided, we will issue the debt
securities in denominations of $1,000 or integral multiples of $1,000. Unless
otherwise provided in the debt securities to be transferred or exchanged, no
service charge will be made for any registration of transfer or exchange of the
debt securities, but we may require payment of a sum sufficient to cover any tax
or other governmental charge imposed because of the transactions.
All money paid by us to a paying agent for the payment of principal of,
premium, or other amounts if any, or interest on any debt security which remains
unclaimed for one year after the principal, premium or other amounts or interest
has become due and payable may be repaid to us, and thereafter the holder of the
debt security may look only to us for payment of those amounts.
In the event of any redemption, we will not be required to
- issue, register the transfer of or exchange the debt securities of any
series during a period beginning 15 days before the mailing of a notice
of redemption of debt securities of that series to be redeemed or, with
respect to which a holder has exercised an option to require repurchase
of the debt security prior to the stated maturity, and ending on the date
of the mailing; or
- register the transfer of or exchange any debt security, or portion of a
debt security, called for redemption or, with respect to which a holder
has exercised an option to require repurchase of the debt security, prior
to the stated maturity, except the unredeemed portion or portion not
being repurchased of any debt security being redeemed or repurchased in
part.
GLOBAL DEBT SECURITIES AND BOOK-ENTRY SYSTEM
The following provisions will apply to the debt securities of any series if
the prospectus supplement relating to such series so indicates.
Unless otherwise indicated in the applicable prospectus supplement, the
debt securities of that series will be issued in book-entry form and will be
represented by one or more global securities registered in the name of The
Depository Trust Company, New York, or its nominee. This means that we will not
issue certificates to each holder of a beneficial interest in the debt
securities. Each global security will be issued as fully registered securities
in the name of DTC's nominee. DTC will keep a computerized record of its
participants whose clients have purchased debt securities. Each participant will
then keep a record of its clients who purchased the debt securities. Unless it
is exchanged in whole or in part for a certificate, a global security may not be
transferred, except that DTC, its nominees, and their successors may transfer a
global security as a whole to one another.
Beneficial interests in global securities will be shown on, and transfers
of global securities will be made only through, records maintained by DTC and
its participants. If you are not a participant in DTC, you may beneficially own
debt securities held by DTC only through a participant.
The laws of some states require that certain purchasers of securities take
physical delivery of the securities in definitive form. These limits and laws
may impair the ability to transfer beneficial interests in a global security.
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DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the United States Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered under the provisions of Section 17A of the Exchange Act. DTC
holds the securities that its participants deposit. DTC also facilitates the
settlement among participants of securities transactions, such as transfers and
pledges, in deposited securities through computerized records for participants'
accounts. This eliminates the need to exchange certificates. Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. The rules that apply to DTC and
its participants are on file with the SEC.
DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant.
DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, LLC and the National Association of
Securities Dealers, Inc.
We will wire payments of principal, premium and other amounts, if any, and
interest to DTC's nominee. We and the trustee will treat DTC's nominee as the
owner of the global securities for all purposes. Accordingly, we, the trustee
and any paying agent will have no direct responsibility or liability to pay
amounts due on the global securities to owners of beneficial interests in the
global securities.
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to participants whose accounts are credited with
debt securities on a record date, by using an omnibus proxy. Payments by
participants to owners of beneficial interests in the global securities, and
voting by participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with debt
securities held for the account of customers registered in "street name."
However, payments will be the responsibility of the participants and not of DTC,
the trustee or us.
Conveyance of notices and other communications by DTC to participants, and
by participants to holders of beneficial interests in the debt securities, will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. Holders of beneficial
interests in the debt securities may wish to take certain steps to augment
transmission to them of notices of significant events with respect to those debt
securities, such as redemptions, tenders, defaults, and proposed amendments to
any security documents. Holders of beneficial interests in the debt securities
may wish to ascertain that the nominee holding the debt securities for their
benefit has agreed to obtain and transmit notices to them, or in the
alternative, such holders may wish to provide their names and addresses to the
registrar and request that copies of the notices be provided directly to them.
So long as DTC or its nominee is the registered owner of a global security,
DTC or that nominee, as the case may be, will be considered the sole owner or
holder of the debt securities represented by that global security for all
purposes under the relevant indenture. Except as provided below, owners of
beneficial interests in a global security will not be entitled to have the debt
securities represented by that global security registered in their names, will
not receive or be entitled to receive physical delivery of the debt securities
in definitive form and will not be considered the owners or holders of the debt
securities under the relevant indenture. We will issue debt securities of any
series then represented by global securities in definitive form in exchange for
those global securities if:
- DTC notifies us that it is unwilling or unable to continue as depositary,
or if DTC ceases to be a clearing agency registered under applicable law
and a successor depositary is not appointed by us within 90 days;
- a default or event of default under the relevant series of debt
securities has occurred and is continuing and the registrar for those
debt securities has received a written request from DTC to issue
certificated debt securities; or
- we determine not to require all of the debt securities of a series to be
represented by a global security.
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If we issue debt securities in definitive form in exchange for a global
security, an owner of a beneficial interest in the global security will be
entitled to have debt securities equal in principal amount or accreted value, as
the case may be, to the beneficial interest registered in its name and will be
entitled to physical delivery of those debt securities in definitive form. Debt
securities issued in definitive form will, except as set forth in the applicable
prospectus supplement, be issued in denominations of $1,000 and any multiple of
$1,000 and will be issued in registered form only, without coupons.
INDENTURES
Debt securities that will be senior debt will be issued under a senior
indenture between us and, unless otherwise provided for a particular issuance in
an accompanying prospectus supplement, U.S. Bank Trust National Association, as
trustee. We call that indenture, as it may be supplemented from time to time,
the "senior debt indenture." Debt securities that will be subordinated debt will
be issued under a subordinated indenture between us and, unless otherwise
provided for a particular issuance in an accompanying prospectus supplement,
U.S. Bank Trust National Association as trustee. We call that indenture, as it
may be supplemented from time to time, the "subordinated debt indenture". We
refer to the trustee under each of these indentures as the "senior debt
indenture trustee" or as the "subordinated debt indenture trustee" as the
context may require.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
Holders of subordinated debt securities should recognize that contractual
provisions in the subordinated debt indenture may prohibit us from making
payments on these securities. Subordinated debt securities are subordinate and
junior in right of payment, to the extent and in the manner stated in the
subordinated debt indenture, to all of our senior indebtedness.
Unless otherwise provided in the applicable prospectus supplement, the
subordination provisions of the subordinated debt indenture will apply to
subordinated debt securities. The subordinated debt indenture provides that,
unless all principal of and any premium and other amounts and interest on the
senior indebtedness has been paid in full, or provision has been made to make
these payments in full, no payment of principal of, or any premium or other
amounts or interest on, any subordinated debt securities may be made in the
event:
- of any insolvency or bankruptcy proceedings, or any receivership,
liquidation, reorganization or other similar proceedings involving us or
a substantial part of our property;
- that a default has occurred in the payment of principal, any premium,
interest or other monetary amounts due and payable on any senior
indebtedness or there has occurred any other event of default concerning
senior indebtedness that permits the holder or holders of the senior
indebtedness or a trustee with respect to senior indebtedness to
accelerate the maturity of the senior indebtedness with notice or passage
of time, or both, and that event of default has continued beyond the
applicable grace period, if any, and that default or event of default has
not been cured or waived or has not ceased to exist and any related
acceleration has been rescinded; or
- that the principal of and accrued interest on any subordinated debt
securities have been declared due and payable upon an event of default as
defined under the subordinated debt indenture and that declaration has
not been rescinded and annulled as provided under the subordinated debt
indenture.
If the trustee under the subordinated debt indenture or any direct holders
of the subordinated debt securities receive any payment or distribution that is
prohibited under the subordination provisions, then the trustee or the direct
holders will have to repay that money to us or the persons making payment or
distributions, as the case may be. Even if the subordination provisions prevent
us from making any payment when due on the subordinated debt securities of any
series, we will be in default on our obligations under that series if we do not
make the payment when due. This means that the trustee under the subordinated
debt indenture and the direct holders of that series can take action against us,
but they will not receive any money until the claims of the direct holders of
senior indebtedness have been fully satisfied.
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The prospectus supplement may include a description of additional terms
implementing the subordination feature.
CONSOLIDATION, MERGER AND SALE OF ASSETS
We may not consolidate or merge with or into any other person, whether or
not we are the surviving corporation or entity, or convey, transfer or lease all
or substantially all of our properties and assets as an entirety or
substantially as an entirety to any person or group of affiliated persons
unless:
- we are the continuing corporation or the person, if other than us, formed
by such consolidation or with which or into which we are merged or the
person to which all or substantially all our properties and assets as an
entirety or substantially as an entirety are conveyed, transferred or
leased is a corporation or other entity organized and existing under the
laws of the United States, any of its States or the District of Columbia
and expressly assumes our obligations under the debt securities and each
indenture; and
- immediately after giving effect to the transaction, there is no default
and no event of default under the relevant indenture.
If we consolidate with or merge into any other corporation or entity or
convey, transfer or lease all or substantially all of our property and assets as
described in the preceding paragraph, the successor corporation or entity shall
succeed to and be substituted for us, and may exercise our rights and powers
under the indentures, and thereafter, except in the case of a lease, we will be
relieved of all obligations and covenants under the indentures and all
outstanding debt securities.
EVENTS OF DEFAULT
Unless otherwise specified in the applicable prospectus supplement, "events
of default" under each indenture with respect to debt securities of any series
will include:
- default in the payment of interest on any debt security of that series
when due that continues for a period of 30 days;
- default in the payment of principal of or premium or other amounts on any
debt security of that series when due;
- default in the deposit of any sinking fund payment on that series for
five days after it becomes due;
- failure to comply with any of our other agreements contained in the
indenture for a period of 60 days after written notice to us in
accordance with the terms of the indenture;
- certain events of bankruptcy, insolvency or reorganization; and
- any other events of default specified in the applicable prospectus
supplement.
No event of default with respect to a particular series of debt securities,
except as to certain events involving bankruptcy, insolvency or reorganization
with respect to us, necessarily constitutes an event of default with respect to
any other series of debt securities.
In general, each indenture obligates the trustee to give notice of a
default with respect to a series of debt securities to the holders of that
series. The trustee may withhold notice of any default, except a default in
payment on any debt security or in the deposit of any sinking fund payment with
respect to a debt security, if the trustee determines it is in the best interest
of the holders of that series to do so.
If there is a continuing event of default, other than an event of default
involving an event of bankruptcy, insolvency or reorganization, the trustee or
the holders of at least 25% in aggregate principal amount of the then
outstanding debt securities of an affected series may require us to repay
immediately the unpaid principal, or if the debt securities of that series are
original issue discount securities, the portion of the principal amount as may
be specified in the terms of that series, of and interest on all debt securities
of that series. If an event of default occurs which involves a bankruptcy,
insolvency or reorganization, then all unpaid outstanding principal amounts and
accrued interest on all debt securities of each series will immediately become
due and payable, without any action by the trustee or any holder of debt
securities. Subject to certain
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conditions, the holders of a majority in principal amount of the debt securities
of a series may rescind our obligation to accelerate repayment and may waive
past defaults, except a default in payment of the principal of and premium and
other amounts, if any, and interest on any debt security of that series and some
covenant defaults under the terms of that series.
Under the terms of each indenture, the trustee may refuse to enforce the
indenture or the debt securities unless it first receives satisfactory security
or indemnity from the holders of debt securities. Subject to limitations
specified in each indenture, the holders of a majority in principal amount of
the debt securities of any series will have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the trustee
or exercising any trust or power conferred on the trustee. The trustee may
decline to follow that direction if it would involve the trustee in personal
liability or would be illegal or unduly prejudicial to holders not joining in
such direction. During a default, the trustee is required to exercise the
standard of care and skill that a prudent person would exercise under the
circumstances in the conduct of his or her own affairs.
If for the purpose of obtaining judgment in any court it is necessary to
convert the sum due in respect of the principal of, or premium, other amounts or
interest, if any, on the debt securities of any series into a currency in which
a judgment will be rendered, the rate of exchange used will be the prevailing
rate on the New York banking day, preceding the day on which a final
unappealable judgment is given. We will be discharged of our obligations to make
the payments in the applicable currency upon actual receipt by the payee of the
full amount expressed to be payable in such currency.
Notwithstanding the foregoing, the holder of any debt security will have an
absolute and unconditional right to receive payment of the principal of and
premium, if any, and interest on the debt security on or after the due dates
expressed in the debt security and to institute suit for the enforcement of any
such payment, subject to the conditions set forth in the applicable indenture.
Notwithstanding the foregoing, the holder of any debt security will have an
absolute and unconditional right to receive payment of the principal of and
premium and other amounts, if any, and interest on the debt security, subject
to, in the case of subordinated debt securities, any applicable subordination
provisions of the subordinated debt indenture and any supplement thereto, on or
after the due dates expressed in the debt security and to institute suit for the
enforcement of any such payment.
Each indenture requires us to furnish to the trustee annually a certificate
as to our compliance with such indenture. Each indenture also requires us to pay
and cause each of our subsidiaries to pay all material taxes, assessments and
governmental levies, except as contested in good faith and for which appropriate
provision has been made. Finally, each indenture requires us to do all things
necessary to preserve our corporate existence and the corporate or limited
partnership existence of our subsidiaries, our rights, licenses and franchises,
so long as any such rights, licenses, franchises or corporate or limited
partnership existence of our subsidiaries are deemed desirable in the conduct of
our business.
SATISFACTION AND DISCHARGE
We can discharge or defease our obligations under the indentures as stated
below or as provided in the applicable prospectus supplement.
Unless otherwise provided in the applicable prospectus supplement, we may
discharge obligations to holders of any series of debt securities that have not
already been delivered to the trustee for cancellation and that have either
become due and payable or are by their terms to become due and payable, or are
scheduled for redemption, within one year. Subject to certain other conditions,
we may effect a discharge by irrevocably depositing with the trustee cash or, in
the case of debt securities payable in dollars, United States government
obligations, as trust funds, in an amount certified to be enough to pay when
due, whether at maturity, upon redemption or otherwise, the principal of,
premium and other amounts, if any, and interest on the debt securities and any
mandatory sinking fund payments.
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MODIFICATION OF THE INDENTURES
Each indenture permits us and the relevant trustee to amend the indenture
without the consent of the holders of any of the debt securities:
- to evidence the succession of another corporation and the assumption of
our covenants under such indenture and the debt securities consistent
with the terms of that indenture;
- to add to our covenants or to the events of default or to make certain
other changes which would not adversely affect in any material respect
the holder of any outstanding debt securities;
- to cure any ambiguity, defect or inconsistency; and
- for other purposes as described in each indenture.
Each indenture also permits us and the trustee, with the consent of the
holders of a majority in principal amount of the debt securities of each series
affected by the amendment, with each such series voting as a class, to add any
provisions to or change or eliminate any of the provisions of such indenture or
any supplemental indenture or to modify the rights of the holders of debt
securities of each series, provided, however, that, without the consent of the
holder of each debt security so affected, no such amendment may:
- change the maturity of the principal of or premium or other amounts, if
any, or any installment of principal or interest on any debt security;
- reduce the principal amount or accreted value of any debt security, or
the rate of interest or accretions or any premium or other amounts
payable upon the redemption, repurchase or repayment of any debt
security, or change the manner in which the amount of any of the
foregoing is determined;
- reduce the amount of principal or accreted value payable upon
acceleration of maturity;
- change the place of payment where, or the currency or currency unit in
which, any debt security or any premium or other amounts or interest on
the debt security is payable;
- reduce the percentage in principal amount of affected debt securities the
consent of whose holders is required for amendment of the indenture or
for waiver of compliance with some provisions of the indenture or for
waiver of some defaults;
- modify the provisions relating to waiver of some defaults or any of the
provisions relating to amendment of the indenture except to increase the
percentage required for consent or to provide that some other provisions
of the indenture may not be modified or waived;
- change the conversion ratio or otherwise impair conversion rights except
as provided in the relevant indenture;
- change any of the redemption provisions;
- directly or indirectly release any of the collateral or security interest
or guarantee in respect of the debt securities;
- impair the right of any holder of a debt security to receive payment of
principal of or premium or other amounts or interest, if any, on that
holder's debt securities on or after their respective due dates, or to
institute a suit for the enforcement of any payment on or with respect to
those debt securities; or
- change any obligations to pay additional amounts under the applicable
indentures.
The holders of a majority in principal amount of the debt securities of any
series may, on behalf of the holders of all debt securities of that series,
waive, insofar as is applicable to that series, our compliance with some
restrictive provisions of the indentures.
We may not amend the subordinated debt indenture to alter the subordination
of any outstanding subordinated debt securities in a manner adverse to the
holders of senior indebtedness without the written consent of the holders of
senior indebtedness then outstanding under the terms of such senior
indebtedness.
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DEFEASANCE AND COVENANT DEFEASANCE
Except as provided in the applicable prospectus supplement, we may elect
either
- to be discharged from all our obligations in respect of debt securities
of any series, except for our obligations to execute, authenticate,
deliver and date debt securities, to register the transfer or exchange of
debt securities, to replace temporary, destroyed, stolen, lost or
mutilated debt securities, to furnish to the trustee a list of names and
addresses of holders of debt securities of any series, to maintain paying
agencies and to hold in trust monies for punctual payment of principal
and interest of the debt securities of such series to the applicable
holders of record (we will refer to this discharge as "defeasance"), or
- to be released from our obligations to comply with some restrictive
covenants applicable to the debt securities of any series (we will refer
to this release as "covenant defeasance");
in either case upon the deposit with the trustee, or other qualifying trustee,
in trust, of money and/or U.S. government obligations which will provide money
sufficient to pay all principal of and any premium, other amounts and interest
on the debt securities of that series when due. We may establish such a trust
only if, among other things, we have received an opinion of counsel to the
effect that the holders of debt securities of the series will not recognize
income, gain or loss for federal income tax purposes as a result of the deposit,
defeasance or covenant defeasance and will be subject to federal income tax on
the same amounts, and in the same manner and at the same times as would have
been the case if the deposit, defeasance or covenant defeasance had not
occurred. The opinion, in the case of defeasance under the first bullet point
above, must refer to and be based upon a ruling of the Internal Revenue Service
or a change in applicable federal income tax laws occurring after the date of
the relevant indenture.
We may exercise the defeasance option with respect to debt securities
notwithstanding our prior exercise of the covenant defeasance option. If we
exercise the defeasance option, payment of the debt securities may not be
accelerated because of a default. If we exercise the covenant defeasance option,
payment of the debt securities may not be accelerated by reason of a default
with respect to the covenants to which covenant defeasance is applicable.
However, if the acceleration were to occur by reason of another default, the
realizable value at the acceleration date of the money and U.S. government
obligations in the defeasance trust could be less than the principal and
interest then due on the debt securities, in that the required deposit in the
defeasance trust is based upon scheduled cash flow rather than market value,
which will vary depending upon interest rates and other factors.
CONVERSION RIGHTS
The terms and conditions, if any, on which debt securities being offered
are convertible into common stock or other of our securities will be set forth
in an applicable prospectus supplement. Those terms will include the conversion
price, the conversion period, provisions as to whether conversion will be at the
option of the holder or us, the events requiring an adjustment of the conversion
price and provisions affecting conversion in the event that the debt securities
are redeemed.
REGARDING THE TRUSTEE
Unless otherwise provided for a particular issuance in an accompanying
prospectus supplement, U.S. Bank National Association will serve as the senior
debt indenture trustee and as the subordinated debt indenture trustee. U.S. Bank
National Association currently serves as trustee under the indentures governing
several issues of our debt securities and those of MeriStar Partnership.
The trustee and its affiliates may engage in, and will be permitted to
continue to engage in, other transactions with us and our affiliates, provided,
however, that if it acquires any conflicting interest as described under the
Trust Indenture Act of 1939, it must eliminate the conflict or resign.
GOVERNING LAW
The indentures will be governed by the laws of the State of New York.
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DESCRIPTION OF WARRANTS OF MERISTAR
For purposes of this section, the terms "we," "our," "us" and "MeriStar'
refer only to MeriStar Hospitality Corporation and not its subsidiaries.
MeriStar may issue warrants to purchase shares of common stock, preferred
stock, depositary shares relating to preferred stock or debt securities.
Warrants may be issued, subject to regulatory approvals, independently or
together with any shares of common stock, preferred stock, depositary shares
relating to preferred stock or debt securities and may be attached to or
separate from such shares of common stock or preferred stock, depositary shares
relating to preferred stock or debt securities. Each series of warrants will be
issued under a separate warrant agreement (each, a "Warrant Agreement") to be
entered into between MeriStar and a warrant agent (each, a "Warrant Agent"). The
Warrant Agent will act solely as an agent of MeriStar in connection with the
Warrants of such series and will not assume any obligation or relationship of
agency or trust for or with any holders or beneficial owners of warrants. The
following sets forth some general terms and provisions of the warrants offered
by this prospectus. Further terms of the warrants and the applicable Warrant
Agreement will be set forth in the applicable prospectus supplement. The Warrant
Agreement for a particular series of warrants will be filed as an exhibit to a
document incorporated by reference in the registration statement of which this
prospectus forms a part.
The applicable prospectus supplement will describe the following terms of
any warrants in respect of which this prospectus is being delivered:
- the title of the warrants;
- the securities, which may include shares of common stock, preferred
stock, depositary shares relating to preferred stock or debt securities,
for which the warrants are exercisable;
- the price or prices at which the warrants will be issued;
- the periods during which the warrants are exercisable;
- the number of shares of common stock, preferred stock, depositary shares
relating to preferred stock or the amount of debt securities for which
each warrant is exercisable;
- the exercise price for the warrants, including any changes to or
adjustments in the exercise price;
- the currency or currencies, including composite currencies, in which the
exercise price of the warrants may be payable;
- if applicable, the designation and terms of the series of preferred stock
or depositary shares relating to preferred stock with which the warrants
are issued;
- if applicable, the terms of the debt securities with which the warrants
are issued;
- the number of warrants issued with each share of common stock, preferred
stock or depositary shares relating to preferred stock;
- if applicable, the date on and after which the warrants and the related
common stock, preferred stock, depositary shares relating to preferred
stock or debt securities will be separately transferable;
- any listing of the warrants on a securities exchange;
- if applicable, a discussion of material United States federal income tax
consequences and other special considerations with respect to any
warrants; and
- any other terms of the warrants, including terms, procedures and
limitations relating to the transferability, exchange and exercise of
such warrants.
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DESCRIPTION OF DEBT SECURITIES OF MERISTAR PARTNERSHIP
MeriStar Partnership may issue senior or subordinated debt securities. The
senior debt securities will constitute part of its senior debt, will be issued
under a senior debt indenture and will rank on a parity with all of its other
unsecured and unsubordinated debt. The subordinated debt securities will be
issued under its subordinated debt indenture and will be subordinate and junior
in right of payment, as set forth in the subordinated debt indenture, to all of
MeriStar Partnership's senior indebtedness. If this prospectus is being
delivered in connection with a series of subordinated debt securities, the
accompanying prospectus supplement or the information we incorporate in this
prospectus by reference will indicate the approximate amount of senior
indebtedness outstanding as of the end of the most recent fiscal quarter for
which financial statements are available. MeriStar Partnership refers to each of
its senior debt indenture and its subordinated debt indenture individually as an
"indenture" and collectively as the "indentures." The forms of the indentures
are exhibits to the registration statement MeriStar Partnership filed with the
SEC, of which this prospectus is a part.
In addition, MeriStar Hospitality Finance Corp. III, a wholly-owned
subsidiary of MeriStar Partnership, may act as a co-issuer with MeriStar
Partnership for purposes of the indentures under which some of the securities
offered by this prospectus are issued. MeriStar Hospitality Finance Corp. III
was formed by MeriStar Partnership to act as co-issuer under the indentures and
has no material assets or operations.
MeriStar Partnership has summarized below the material provisions of the
indentures and the debt securities, or indicated which material provisions will
be described in the related prospectus supplement. These descriptions are only
summaries, and each investor should refer to the applicable indenture, which
describes completely the terms and definitions summarized below and contains
additional information regarding the debt securities. Any reference to
particular sections or defined terms of the applicable indenture in any
statement under this heading qualifies the entire statement and incorporates by
reference the applicable section or definition into that statement.
GENERAL
The debt securities that may be offered under the indentures are not
limited in aggregate principal amount. MeriStar Partnership may issue debt
securities at one or more times in one or more series. Each series of debt
securities may have different terms. The terms of any series of debt securities
will be described in, or determined by action taken pursuant to, a resolution of
MeriStar Partnership's general partner or in a supplement to the indenture
relating to that series.
The prospectus supplement, including any related pricing supplement,
relating to any series of debt securities that MeriStar Partnership may offer
will state the price or prices at which the debt securities will be offered, and
will contain the specific terms of that series. These terms may include the
following:
- the title of the series of debt securities;
- whether the debt securities are senior debt securities or subordinated
debt securities or any combination thereof;
- the purchase price, denomination and any limit on the aggregate principal
amount of the debt securities;
- the date or dates on which principal and premium and other amounts, if
any, on the debt securities will be payable or the manner of their
determination;
- the terms and conditions, if any, under which the debt securities may be
converted into or exchanged for interests in MeriStar Partnership or
other securities;
- the rate or rates at which the debt securities will bear interest, if
any, or the method of calculating the rate or rates of interest, the
method of payment of interest, in particular, whether the interest will
be paid in kind or otherwise, the date or dates from which interest will
accrue or the method by which the
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date or dates will be determined, the dates on which interest will be payable,
and any regular record date for payment of interest;
- the place or places where the principal of, premium and other amounts, if
any, and interest on the debt securities will be payable;
- any covenant to which MeriStar Partnership or its subsidiaries may be
subject with respect to the debt securities,
- the place or places where the debt securities may be exchanged or
transferred;
- the terms and conditions upon which MeriStar Partnership may redeem the
debt securities, in whole or in part, at its option;
- the terms and conditions upon which MeriStar Partnership may be obligated
to redeem or purchase the debt securities under any sinking fund or
similar provisions or upon the happening of a specified event, passage of
time or at the option of a holder;
- the denominations in which the debt securities will be issuable, if other
than denominations of $1,000 and any integral multiple of $1,000;
- if other than U.S. dollars, the currency or currencies, including the
currency unit or units, in which payments of principal of, premium and
other amounts, if any, and interest on the debt securities will or may be
payable, or in which the debt securities shall be denominated, and any
particular related provisions;
- if MeriStar Partnership or a holder may elect that payments of principal
of, premium and other amounts, if any, or interest on the debt securities
be made in a currency or currencies, including currency unit or units,
other than that in which the debt securities are denominated or
designated to be payable, the currency or currencies in which such
payments are to be made, including the terms and conditions applicable to
any payments and the manner in which the exchange rate with respect to
such payments will be determined, and any particular related provisions;
- if the amount of payments of principal of, premium and other amounts, if
any, and interest on debt securities are determined with reference to an
index, formula or other method, which may be based, without limitation,
on a currency or currencies other than that in which the debt securities
are denominated or designated to be payable, the index, formula or other
method by which the amounts will be determined;
- if other than the full principal amount, the portion of the principal
amount of the debt securities which will be payable upon declaration of
acceleration of maturity;
- the applicability of the provisions described in "-- Defeasance and
Covenant Defeasance" below;
- the events of default;
- whether the subordination provisions summarized below or different
subordination provisions will apply to any debt securities that are
subordinated debt securities;
- any agents for the debt securities, including trustees, depositories,
authenticating, conversion, calculation or paying agents, transfer agents
or registrars;
- any provisions relating to the satisfaction and discharge of the debt
securities;
- if MeriStar Partnership will issue the debt securities in whole or in
part in the form of global securities;
- whether the debt securities will have the benefits of any guarantee and,
if so, the identity of the guarantors and the terms and provisions
applicable to any such guarantee; and
- any other terms of the debt securities.
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The debt securities may be offered and sold at a substantial discount below
their stated principal amount and may be "original issue discount securities."
Alternatively, debt securities may be sold in a package with another security
and the allocation of the offering price between the two securities may have the
effect of offering debt securities at an original issue discount, in which case
the debt security will be an "original issue discount security." "Original issue
discount securities" might bear no interest or interest at a rate below the
prevailing market rate at the time of issuance. In addition, less than the
entire principal amount of these securities may be payable upon declaration of
acceleration of their maturity. MeriStar Partnership will summarize material
United States federal income tax considerations and other special considerations
that may be applicable to holders of original issue discount securities in the
applicable prospectus supplement.
EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT
Unless otherwise indicated in the applicable prospectus supplement, the
principal of, premium and other amounts, if any, and interest on the debt
securities will be payable, and the exchange of and the transfer of debt
securities will be registrable, at the office or agency maintained by MeriStar
Partnership for such purpose in New York and at any other office or agency
maintained for that purpose to the person in whose name the registered debt
security is registered at the close of business on the regular record date for
these payments. We will pay principal and premium and other amounts on
registered debt securities only against surrender of these debt securities. If
we issue debt securities in bearer form, the prospectus supplement or term sheet
will describe where and how payment will be made. Unless otherwise provided,
MeriStar Partnership will issue the debt securities in denominations of $1,000
or integral multiples of $1,000. Unless otherwise provided in the debt
securities to be transferred or exchanged, no service charge will be made for
any registration of transfer or exchange of the debt securities, but MeriStar
Partnership may require payment of a sum sufficient to cover any tax or other
governmental charge imposed because of the transactions.
All money paid by MeriStar Partnership to a paying agent for the payment of
principal of, premium or other amounts, if any, or interest on any debt security
which remains unclaimed for one year after the principal, premium or other
amounts or interest has become due and payable may be repaid to MeriStar
Partnership, and thereafter the holder of the debt security may look only to
MeriStar Partnership for payment of those amounts.
In the event of any redemption, MeriStar Partnership will not be required
to
- issue, register the transfer of or exchange the debt securities of any
series during a period beginning 15 days before the mailing of a notice
of redemption of debt securities of that series to be redeemed or, with
respect to which a holder has exercised an option to require repurchase
of the debt security prior to the stated maturity, and ending on the date
of the mailing; or
- register the transfer of or exchange any debt security, or portion of a
debt security, called for redemption or, with respect to which a holder
has exercised an option to require repurchase of the debt security prior
to the stated maturity, except the unredeemed portion or portion not
being repurchased of any debt security being redeemed or repurchased in
part.
GLOBAL DEBT SECURITIES AND BOOK-ENTRY SYSTEM
The following provisions will apply to the debt securities of any series if
the prospectus supplement relating to such series so indicates.
Unless otherwise indicated in the applicable prospectus supplement, the
debt securities of that series will be issued in book-entry form and will be
represented by one or more global securities registered in the name of The
Depository Trust Company, New York, or its nominee. This means that MeriStar
Partnership will not issue certificates to each holder of a beneficial interest
in the debt securities. Each global security will be issued as fully registered
securities in the name of DTC's nominee. DTC will keep a computerized record of
its participants, such as your broker, whose clients have purchased debt
securities. Each participant will then keep a record of its clients who
purchased the debt securities. Unless it is exchanged in whole or in part for a
33
certificate, a global security may not be transferred, except that DTC, its
nominees, and their successors may transfer a global security as a whole to one
another.
Beneficial interests in global securities will be shown on, and transfers
of global securities will be made only through, records maintained by DTC and
its participants. If you are not a participant in DTC, you may beneficially own
debt securities held by DTC only through a participant.
The laws of some states require that certain purchasers of securities take
physical delivery of the securities in definitive form. These limits and laws
may impair the ability to transfer beneficial interests in a global security.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the United States Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered under the provisions of Section 17A of the Exchange Act. DTC
holds the securities that its participants deposit. DTC also facilitates the
settlement among participants of securities transactions, such as transfers and
pledges, in deposited securities through computerized records for participants'
accounts. This eliminates the need to exchange certificates. Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. The rules that apply to DTC and
its participants are on file with the SEC.
DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant.
DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, LLC and the National Association of
Securities Dealers, Inc.
MeriStar Partnership will wire payments of principal, premium and other
amounts, if any, and interest to DTC's nominee. MeriStar Partnership and the
trustee will treat DTC's nominee as the owner of the global securities for all
purposes. Accordingly, MeriStar Partnership, the trustee and any paying agent
will have no direct responsibility or liability to pay amounts due on the global
securities to owners of beneficial interests in the global securities.
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to participants whose accounts are credited with
debt securities on a record date, by using an omnibus proxy. Payments by
participants to owners of beneficial interests in the global securities, and
voting by participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with debt
securities held for the account of customers registered in "street name."
However, payments will be the responsibility of the participants and not of DTC,
the trustee or MeriStar Partnership.
Conveyance of notices and other communications by DTC to participants, and
by participants to holders of beneficial interests in the debt securities, will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. Holders of beneficial
interests in the debt securities may wish to take certain steps to augment
transmission to them of notices of significant events with respect to those debt
securities, such as redemptions, tenders, defaults, and proposed amendments to
any security documents. Holders of beneficial interests in the debt securities
may wish to ascertain that the nominee holding the debt securities for their
benefit has agreed to obtain and transmit notices to them, or in the
alternative, such holders may wish to provide their names and addresses to the
registrar and request that copies of the notices be provided directly to them.
So long as DTC or its nominee is the registered owner of a global security,
DTC or that nominee, as the case may be, will be considered the sole owner or
holder of the debt securities represented by that global security for all
purposes under the relevant indenture. Except as provided below, owners of
beneficial interests in a global security will not be entitled to have the debt
securities represented by that global security registered
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in their names, will not receive or be entitled to receive physical delivery of
the debt securities in definitive form, and will not be considered the owners or
holders of the debt securities under the relevant indenture. MeriStar
Partnership will issue debt securities of any series then represented by global
securities in definitive form in exchange for those global securities if:
- DTC notifies MeriStar Partnership that it is unwilling or unable to
continue as depositary, or if DTC ceases to be a clearing agency
registered under applicable law and a successor depositary is not
appointed by MeriStar Partnership within 90 days;
- a default or event of default under the relevant series of debt
securities has occurred and is continuing and the registrar for those
debt securities has received a written request from DTC to issue
certificated debt securities; or
- MeriStar Partnership determine not to require all of the debt securities
of a series to be represented by a global security.
If MeriStar Partnership issues debt securities in definitive form in
exchange for a global security, an owner of a beneficial interest in the global
security will be entitled to have debt securities equal in principal amount or
accreted value, as the case may be, to the beneficial interest registered in its
name and will be entitled to physical delivery of those debt securities in
definitive form. Debt securities issued in definitive form will, except as set
forth in the applicable prospectus supplement, be issued in denominations of
$1,000 and any multiple of $1,000 and will be issued in registered form only,
without coupons.
INDENTURES
Debt securities that will be senior debt will be issued under a senior
indenture between MeriStar Partnership and, unless otherwise provided for a
particular issuance in an accompanying prospectus supplement, U.S. Bank Trust
National Association as trustee. MeriStar Partnership calls that indenture, as
it may be supplemented from time to time, the "senior debt indenture." Debt
securities that will be subordinated debt will be issued under a subordinated
indenture between MeriStar Partnership and, unless otherwise provided for a
particular issuance in an accompanying prospectus supplement, U.S. Bank Trust
National Association, as trustee. MeriStar Partnership calls that indenture, as
it may be supplemented from time to time, the "subordinated debt indenture."
MeriStar Partnership refers to the trustee under each of these indentures as the
"senior debt indenture trustee" or as the "subordinated debt indenture trustee"
as the context may require.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
Holders of subordinated debt securities should recognize that contractual
provisions in the subordinated debt indenture may prohibit MeriStar Partnership
from making payments on these securities. Subordinated debt securities are
subordinate and junior in right of payment, to the extent and in the manner
stated in the subordinated debt indenture, to all of the senior indebtedness of
MeriStar Partnership as defined in the subordinated debt indenture.
Unless otherwise provided in the applicable prospectus supplement, the
subordination provisions of the subordinated debt indenture will apply to
subordinated debt securities. The subordinated debt indenture provides that,
unless all principal of and any premium and other amounts and interest on the
senior indebtedness has been paid in full, or provision has been made to make
these payments in full, no payment of principal of, or any premium or other
amounts or interest on, any subordinated debt securities may be made in the
event:
- of any insolvency or bankruptcy proceedings, or any receivership,
liquidation, reorganization or other similar proceedings involving
MeriStar Partnership or a substantial part of our property;
- that a default has occurred in the payment of principal, any premium,
interest or other monetary amounts due and payable on any senior
indebtedness or there has occurred any other event of default concerning
senior indebtedness that permits the holder or holders of the senior
indebtedness or a
35
trustee with respect to senior indebtedness to accelerate the maturity of
the senior indebtedness, with notice or passage of time, or both, and
that event of default has continued beyond the applicable grace period,
if any, and that default or event of default has not been cured or waived
or has not ceased to exist and any related acceleration has been
rescinded; or
- that the principal of and accrued interest on any subordinated debt
securities have been declared due and payable upon an event of default as
defined under the subordinated debt indenture and that declaration has
not been rescinded and annulled as provided under the subordinated debt
indenture.
If the trustee under the subordinated debt indenture or any direct holders
of the subordinated debt securities receive any payment or distribution that is
prohibited under the subordination provisions, then the trustee or the direct
holders will have to repay that money to us or the persons making payment or
distributions as the case may be. Even if the subordination provisions prevent
us from making any payment when due on the subordinated debt securities of any
series, we will be in default on our obligations under that series if we do not
make the payment when due. This means that the trustee under the subordinated
debt indenture and the direct holders of that series can take action against us,
but they will not receive any money until the claims of the direct holders of
senior indebtedness have been fully satisfied.
The prospectus supplement may include a description of additional terms
implementing the subordination feature.
CONSOLIDATION, MERGER AND SALE OF ASSETS
MeriStar Partnership may not consolidate or merge with or into any other
person, whether or not MeriStar Partnership is the surviving corporation or
entity, or convey, transfer or lease all or substantially all of its properties
and assets as an entirety or substantially as an entirety to any person or group
of affiliated persons unless:
- MeriStar Partnership is the continuing entity or the person, if other
than MeriStar Partnership, formed by such consolidation or with which or
into which MeriStar Partnership is merged or the person to which all or
substantially all its properties and assets as an entirety or
substantially as an entirety are conveyed, transferred or leased is a
corporation or other entity organized and existing under the laws of the
United States, any of its States or the District of Columbia and
expressly assumes MeriStar Partnership's obligations under the debt
securities and each indenture; and
- immediately after giving effect to the transaction, there is no default
and no event of default under the relevant indenture.
If MeriStar Partnership consolidates with or merges into any other
corporation or entity or conveys, transfers or leases all or substantially all
of its property and assets as described in the preceding paragraph, the
successor corporation or entity shall succeed to and be substituted for MeriStar
Partnership, and may exercise its rights and powers under the indentures, and
thereafter, except in the case of a lease, MeriStar Partnership will be relieved
of all obligations and covenants under the indentures and all outstanding debt
securities.
EVENTS OF DEFAULT
Unless otherwise specified in the applicable prospectus supplement, "events
of default" under each indenture with respect to debt securities of any series
will include:
- default in the payment of interest on any debt security of that series
when due that continues for a period of 30 days;
- default in the payment of principal of or premium or other amounts on any
debt security of that series when due;
- default in the deposit of any sinking fund payment on that series for
five days after it becomes due;
- failure to comply with any of our other agreements contained in the
indenture for a period of 60 days after written notice to MeriStar
Partnership in accordance with the terms of the indenture;
36
- certain events of bankruptcy, insolvency or reorganization; and
- any other events of default specified in the applicable prospectus
supplement.
No event of default with respect to a particular series of debt securities,
except as to certain events involving bankruptcy, insolvency or reorganization
with respect to MeriStar Partnership, necessarily constitutes an event of
default with respect to any other series of debt securities.
In general, each indenture obligates the trustee to give notice of a
default with respect to a series of debt securities to the holders of that
series. The trustee may withhold notice of any default, except a default in
payment on any debt security or in the deposit of any sinking fund payment with
respect to a debt security, if the trustee determines it is in the best interest
of the holders of that series to do so.
If there is a continuing event of default, other than an event of default
involving an event of bankruptcy, insolvency or reorganization, the trustee or
the holders of at least 25% in aggregate principal amount of the then
outstanding debt securities of an affected series may require MeriStar
Partnership to repay immediately the unpaid principal, or if the debt securities
of that series are original issue discount securities, the portion of the
principal amount as may be specified in the terms of that series, of and
interest on all debt securities of that series. If an event of default occurs
which involves a bankruptcy, insolvency or reorganization, then all unpaid
outstanding principal amounts and accrued interest on all debt securities of
each series will immediately become due and payable, without any action by the
trustee or any holder of debt securities. Subject to certain conditions, the
holders of a majority in principal amount of the debt securities of a series may
rescind our obligation to accelerate repayment and may waive past defaults,
except a default in payment of the principal of and premium and other amounts,
if any, and interest on any debt security of that series and some covenant
defaults under the terms of that series.
Under the terms of each indenture, the trustee may refuse to enforce the
indenture or the debt securities unless it first receives satisfactory security
or indemnity from the holders of debt securities. Subject to limitations
specified in each indenture, the holders of a majority in principal amount of
the debt securities of any series will have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the trustee
or exercising any trust or power conferred on the trustee. The trustee may
decline to follow that direction if it would involve the trustee in personal
liability or would be illegal or unduly prejudicial to holders not joining in
such direction. During a default, the trustee is required to exercise the
standard of care and skill that a prudent person would exercise under the
circumstances in the conduct of his or her own affairs.
If for the purpose of obtaining judgment in any court it is necessary to
convert the sum due in respect of the principal of, or premium, other amounts or
interest, if any, on the debt securities of any series into a currency in which
a judgment will be rendered, the rate of exchange used will be the prevailing
rate on the New York banking day preceding the day on which a final unappealable
judgment is given. MeriStar Partnership will be discharged of its obligations to
make the payments in the applicable currency upon actual receipt by the payee of
the full amount expressed to be payable in such currency.
Notwithstanding the foregoing, the holder of any debt security will have an
absolute and unconditional right to receive payment of the principal of and
premium, if any, and interest on the debt security on or after the due dates
expressed in the debt security and to institute suit for the enforcement of any
such payment, subject to conditions set forth in the applicable indenture.
Notwithstanding the foregoing, the holder of any debt security will have an
absolute and unconditional right to receive payment of the principal of and
premium and other amounts, if any, and interest on the debt security, subject
to, in the case of subordinated debt securities, any applicable subordination
provisions of the subordinated debt indenture and any supplement thereto, on or
after the due dates expressed in the debt security and to institute suit for the
enforcement of any such payment.
Each indenture requires MeriStar Partnership to furnish to the trustee
annually a certificate as to its compliance with such indenture. Each indenture
also requires MeriStar Partnership to pay and cause each of its subsidiaries to
pay all material taxes, assessments and governmental levies, except as contested
in good
37
faith and for which appropriate provision has been made. Finally, each indenture
requires MeriStar Partnership to do all things necessary to preserve its limited
partnership existence and the corporate or limited partnership existence of its
subsidiaries, its rights, licenses and franchises, so long as any such rights,
licenses, franchises or corporate or limited partnership existence of MeriStar
Partnership's subsidiaries are deemed desirable in the conduct of MeriStar
Partnership's business.
SATISFACTION AND DISCHARGE
MeriStar Partnership can discharge or defease its obligations under the
indentures as stated below or as provided in the applicable prospectus
supplement.
Unless otherwise provided in the applicable prospectus supplement, MeriStar
Partnership may discharge obligations to holders of any series of debt
securities that have not already been delivered to the trustee for cancellation
and that have either become due and payable or are by their terms to become due
and payable, or are scheduled for redemption, within one year. Subject to
certain other conditions, MeriStar Partnership may effect a discharge by
irrevocably depositing with the trustee cash or, in the case of debt securities
payable in dollars, United States government obligations, as trust funds, in an
amount certified to be enough to pay when due, whether at maturity, upon
redemption or otherwise, the principal of, premium and other amounts, if any,
and interest on the debt securities and any mandatory sinking fund payments.
MODIFICATION OF THE INDENTURES
Each indenture permits MeriStar Partnership and the relevant trustee to
amend the indenture without the consent of the holders of any of the debt
securities:
- to evidence the succession of another corporation or other entity and the
assumption of MeriStar Partnership's covenants under the relevant
indenture and the debt securities consistent with the terms of that
indenture;
- to add to our covenants or to the events of default or to make certain
other changes which would not adversely affect in any material respect
the holder of any outstanding debt securities;
- to cure any ambiguity, defect or inconsistency; and
- for other purposes as described in each indenture.
Each indenture also permits MeriStar Partnership and the trustee, with the
consent of the holders of a majority in principal amount of the debt securities
of each series affected by the amendment, with each such series voting as a
class, to add any provisions to or change or eliminate any of the provisions of
such indenture or any supplemental indenture or to modify the rights of the
holders of debt securities of each series, provided, however, that, without the
consent of the holder of each debt security so affected, no such amendment may:
- change the maturity of the principal of or premium or other amounts, if
any, or any installment of principal or interest on any debt security;
- reduce the principal amount or accreted value of any debt security, or
the rate of interest or accretions or any premium or other amounts
payable upon the redemption, repurchase or repayment of any debt
security, or change the manner in which the amount of any of the
foregoing is determined;
- reduce the amount of principal or accreted value payable upon
acceleration of maturity;
- change the place of payment where, or the currency or currency unit in
which, any debt security or any premium or other amounts or interest on
the debt security is payable;
- reduce the percentage in principal amount of affected debt securities the
consent of whose holders is required for amendment of the indenture or
for waiver of compliance with some provisions of the indenture or for
waiver of some defaults;
38
- modify the provisions relating to waiver of some defaults or any of the
provisions relating to amendment of the indenture except to increase the
percentage required for consent or to provide that some other provisions
of the indenture may not be modified or waived;
- change the conversion ratio or otherwise impair conversion rights except
as provided in the relevant indenture;
- change any of the redemption provisions;
- directly or indirectly release any of the collateral or security interest
or guarantee in respect of the debt securities;
- impair the right of any holder of a debt security to receive payment of
principal of or premium or other amounts or interest, if any, on that
holder's debt securities on or after their respective due dates, or to
institute a suit for the enforcement of any payment on or with respect to
those debt securities; or
- change any obligations to pay additional amounts under the applicable
indentures.
The holders of a majority in principal amount of the debt securities of any
series may, on behalf of the holders of all debt securities of that series,
waive, insofar as is applicable to that series, MeriStar Partnership's
compliance with some restrictive provisions of the indentures.
MeriStar Partnership may not amend the subordinated debt indenture to alter
the subordination of any outstanding subordinated debt securities in a manner
adverse to the holders of senior indebtedness without the written consent of the
holders of senior indebtedness then outstanding under the terms of such senior
indebtedness.
DEFEASANCE AND COVENANT DEFEASANCE
Except as provided in the applicable prospectus supplement, MeriStar
Partnership may elect either
- to be discharged from all its obligations in respect of debt securities
of any series, except for its obligations to execute, authenticate,
deliver and date debt securities, to register the transfer or exchange of
debt securities, to replace temporary, destroyed, stolen, lost or
mutilated debt securities, to furnish to the trustee a list of names and
addresses of holders of debt securities of any series, to maintain paying
agencies and to hold monies in trust for punctual payment of principal
and interest of the debt securities of such series to applicable holders
of record (we will refer to this discharge as "defeasance"), or
- to be released from its obligations to comply with some restrictive
covenants applicable to the debt securities of any series (we will refer
to this release as "covenant defeasance");
in either case upon the deposit with the trustee, or other qualifying trustee,
in trust, of money and/or U.S. government obligations which will provide money
sufficient to pay all principal of and any premium, other amounts and interest
on the debt securities of that series when due. MeriStar Partnership may
establish such a trust only if, among other things, it has received an opinion
of counsel to the effect that the holders of debt securities of the series will
not recognize income, gain or loss for federal income tax purposes as a result
of the deposit, defeasance or covenant defeasance and will be subject to federal
income tax on the same amounts, and in the same manner and at the same times as
would have been the case if the deposit, defeasance or covenant defeasance had
not occurred. The opinion, in the case of defeasance under the first bullet
point above, must refer to and be based upon a ruling of the Internal Revenue
Service or a change in applicable federal income tax laws occurring after the
date of the relevant indenture.
MeriStar Partnership may exercise the defeasance option with respect to
debt securities notwithstanding its prior exercise of the covenant defeasance
option. If MeriStar Partnership exercises the defeasance option, payment of the
debt securities may not be accelerated because of a default. If we exercise the
covenant defeasance option, payment of the debt securities may not be
accelerated by reason of a default with respect to the covenants to which
covenant defeasance is applicable. However, if the acceleration were to occur by
reason of another default, the realizable value at the acceleration date of the
money and U.S. government
39
obligations in the defeasance trust could be less than the principal and
interest then due on the debt securities, in that the required deposit in the
defeasance trust is based upon scheduled cash flow rather than market value,
which will vary depending upon interest rates and other factors.
CONVERSION RIGHTS
The terms and conditions, if any, on which debt securities being offered
are convertible into partnership interests or other securities will be set forth
in an applicable prospectus supplement. Such terms will include the conversion
price, the conversion period, provisions as to whether conversion will be at the
option of the holder or MeriStar Partnership, the events requiring an adjustment
of the conversion price and provisions affecting conversion in the event that
the debt securities are redeemed.
REGARDING THE TRUSTEE
Unless otherwise provided for a particular issuance in an accompanying
prospectus supplement, U.S. Bank National Association will serve as the senior
debt indenture trustee and as the subordinated debt indenture trustee. U.S. Bank
National Association currently serves as trustee under the indentures governing
several issues of our debt securities and those of MeriStar Partnership.
The trustee and its affiliates may engage in, and will be permitted to
continue to engage in, other transactions with us and our affiliates, provided,
however, that if it acquires any conflicting interest as described under the
Trust Indenture Act of 1939, it must eliminate the conflict or resign.
GOVERNING LAW
The indentures will be governed by the laws of the State of New York.
40
DESCRIPTION OF THE GUARANTEES
For purposes of this section, the term "MeriStar" refers only to MeriStar
Hospitality Corporation and not its subsidiaries.
MeriStar may from time to time guarantee the obligations of MeriStar
Partnership relating to its debt securities issued under this prospectus.
Some of the direct and indirect wholly-owned subsidiaries of MeriStar may
guarantee the obligations of MeriStar and/or MeriStar Partnership relating to
the debt securities of either of them issued under this prospectus.
The specific terms and provisions of each guarantee, including any
provisions relating to the subordination of any guarantee, will be described in
the applicable prospectus supplement. The obligations of each guarantor under
its guarantee will be limited as necessary to seek to prevent that guarantee
from constituting a fraudulent conveyance or fraudulent transfer under
applicable federal or state law.
41
PLAN OF DISTRIBUTION
We may sell the securities being offered by this prospectus in four ways:
- through agents,
- through underwriters,
- through dealers and
- directly to one or more other purchasers.
We may designate agents from time to time to solicit offers to purchase
these securities. We will name any such agent, who may be deemed to be an
"underwriter", as that term is defined in the Securities Act and state any
commissions we are to pay to that agent in the applicable prospectus supplement.
That agent will be acting on a reasonable efforts basis for the period of its
appointment or, if indicated in the applicable prospectus supplement, on a firm
commitment basis.
If we use any underwriters to offer and sell these securities, we will
enter into an underwriting agreement with those underwriters when we and they
determine the offering price of the securities, and we will include the names of
the underwriters and the terms of the transaction in the applicable prospectus
supplement.
If we use a dealer to offer and sell these securities, we will sell the
securities to the dealer, as principal, and will name the dealer in the
applicable prospectus supplement. The dealer may then resell the securities to
the public at varying prices to be determined by that dealer at the time of
resale.
Our net proceeds will be the purchase price in the case of sales to a
dealer, the public offering price less discount in the case of sales to an
underwriter or the purchase price less commission in the case of sales through
an agent, in each case, less other expenses attributable to issuance and
distribution. We will include in the prospectus supplement relating to each
offering all the amounts described in the preceding sentence.
Sales of shares of common stock and other securities also may be effected
from time to time in one or more types of transactions (which may include block
transactions, special offerings, exchange distributions, secondary distributions
or purchases by a broker or dealer) on the New York Stock Exchange or any other
national securities exchange or automated trading and quotation system on which
the common stock or other securities are listed, in the over-the-counter market,
in negotiated transactions, through options transactions relating to the shares,
or a combination of such methods of sale, at market prices prevailing at the
time of sale, at negotiated prices or at fixed prices. Such transactions may or
may not involve brokers or dealers. Any shares of common stock offered under
this prospectus will be listed on the New York Stock Exchange, subject to notice
of issuance.
Each issue of preferred stock, depositary shares relating to preferred
stock, warrants and debt securities will be a new issue of securities with no
established trading market. It has not been established whether the
underwriters, if any, of the securities will make a market in these securities.
If a market in the preferred stock, depositary shares relating to the preferred
stock, warrants or debt securities is made by any such underwriters, such
market-making may be discontinued at any time without notice. We can give no
assurance as to the liquidity of the trading market of these securities.
In order to facilitate the offering of the securities offered under this
prospectus, the underwriters may engage in transactions that stabilize, maintain
or otherwise affect the price of the securities or any other securities the
prices of which may be used to determine payments on these securities.
Specifically, the underwriters may over-allot in connection with the offering,
creating a short position in these securities for their own accounts. In
addition, to cover over-allotments or to stabilize the price of these securities
or of any other securities, the underwriters may bid for, and purchase, these
securities or any other securities in the open market. Finally, in any offering
of the securities through a syndicate of underwriters, the underwriting
syndicate may reclaim selling concessions allowed to an underwriter or a dealer
for distributing these securities in the offering, if the syndicate repurchases
previously distributed securities in transactions to cover syndicate short
positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the
42
market price of these securities above independent market levels. The
underwriters are not required to engage in these activities, and may end any of
these activities at any time.
If so indicated in the applicable prospectus supplement, one or more firms,
which we refer to as "remarketing firms," acting as principals for their own
accounts or as agents for us, may offer and sell these securities as part of a
remarketing upon their purchase, in accordance with their terms. We will
identify any remarketing firm, the terms of its agreement, if any, with us and
its compensation in the applicable prospectus supplement.
Remarketing firms, agents, underwriters and dealers may be entitled under
agreements with us to indemnification by us against some civil liabilities,
including liabilities under the Securities Act, and may be customers of, engage
in transactions with or perform services for us in the ordinary course of
business.
If so indicated in the prospectus supplement, we will authorize agents,
underwriters or dealers to solicit offers by some purchasers to purchase offered
securities from us at the public offering price stated in the prospectus
supplement under delayed delivery contracts providing for payment and delivery
on a specified date in the future. These contracts will be subject to only those
conditions described in the prospectus supplement, and the prospectus supplement
will state the commission payable for solicitation of these offers.
Any underwriter, agent or dealer utilized in the initial offering of
securities will not confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its
customer.
LEGAL MATTERS
Certain legal matters relating to the validity of the securities will be
passed upon for each issuer by Paul, Weiss, Rifkind, Wharton & Garrison, New
York, New York, and by Ballard Spahr Andrews & Ingersoll, LLP, Baltimore,
Maryland. Certain legal matters will be passed upon for the underwriters, if
any, by Simpson Thacher & Bartlett, New York, New York, or by the counsel named
in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of MeriStar Hospitality Corporation
as of December 31, 2001 and 2000 and for each of the years in the three-year
period ended December 31, 2001, and the financial statement schedule of real
estate and accumulated depreciation have been incorporated by reference in the
registration statement, in reliance upon the report of KPMG LLP, independent
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The consolidated financial statements of MeriStar Hospitality Operating
Partnership, L.P. as of December 31, 2001 and 2000 and for each of the years in
the three-year period ended December 31, 2001, and the financial statement
schedule of real estate and accumulated depreciation and supplementary
consolidating information have been incorporated by reference in the
registration statement, in reliance upon the reports of KPMG LLP, independent
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
43
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$500,000,000
MERISTAR HOSPITALITY CORPORATION
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
DEBT SECURITIES
WARRANTS
GUARANTEES OF THE DEBT SECURITIES OF
MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
------------------------
MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
MERISTAR HOSPITALITY FINANCE CORP. III
DEBT SECURITIES
------------------------
PROSPECTUS
MAY 7, 2002
------------------------
No person has been authorized to give any information or to make any
representation other than those contained in this prospectus, and, if given or
made, any information or representations must not be relied upon as having been
authorized. This prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy
these securities in any circumstances in which this offer or solicitation is
unlawful. Neither the delivery of this prospectus nor any sale made under this
prospectus shall, under any circumstances, create any implication that there has
been no change in the affairs of MeriStar, MeriStar Partnership, MeriStar
Hospitality Finance Corp. III or any subsidiary guarantor that has guarantees
registered under this prospectus since the date of this prospectus or that the
information contained in this prospectus is correct as of any time subsequent to
its date.
Broker-dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the broker-dealers' obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14 -- OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following sets forth expenses, other than underwriting fees and
commissions, expected to be borne by the Registrants in connection with the
distribution of the securities being registered:
<Table>
SEC registration fee........................................ $ 46,000
Trustee fees................................................ 36,000
Legal....................................................... 200,000
Accounting.................................................. 7,500
Miscellaneous............................................... --
--------
TOTAL............................................. $289,500
========
</Table>
All amounts listed above, except for the SEC registration fee, are
estimates.
ITEM 15 -- INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Maryland General Corporation Law ("MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. Our
Charter contains such a provision which eliminates such liability to the maximum
extent permitted by Maryland law. Our Charter obligates us, to the maximum
extent permitted by Maryland law, to indemnify and to pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to any
person (or the estate of any person) who is or was a party to, or is threatened
to be made a party to, any threatened, pending or completed action, suit or
proceeding whether or not by or in the right of our Company, and whether civil,
criminal, administrative, investigative or otherwise, by reason of the fact that
such person is or was a director or officer of our Company, or is or was serving
at the request of our Company as a director, officer, trustee, partner, member,
agent or employee of another corporation, partnership, limited liability
company, association, joint venture, trust or other enterprise. Our Charter also
permits us to indemnify and advance expenses to any person who served a
predecessor of our Company in any of the capacities described above and to any
employee or agent of our Company or a predecessor of our Company. The Maryland
General Corporation Law requires a Maryland corporation (unless its charter
provides otherwise, which our Charter does not) to indemnify a director or
officer who has been successful, on the merits or otherwise, in the defense of
any Maryland proceeding to which he is made a party by reason of his service in
that capacity. The Maryland General Corporation Law permits a corporation to
indemnify its present and former directors and officers, among others, against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be made a
party by reason of their service in those or other capacities unless it is
established that (a) the act or omission of the director or officer was material
to the matter giving rise to the proceeding and (i) was committed in bad faith
or (ii) was the result of active and deliberate dishonesty, (b) the director or
officer actually received an improper personal benefit in money, property or
services or (c) in the case of any criminal proceeding, the director or officer
had reasonable cause to believe that the act or omission was unlawful. However,
a Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation or for a judgment of liability on the basis that
a personal benefit was improperly received, unless in either case a court orders
indemnification and then only for expenses. In addition, the Maryland General
Corporation Law requires us, as a condition to advancing expenses, to obtain (a)
a written affirmation by the director or officer of his good faith belief that
he has met the standard of conduct necessary for indemnification by us as
authorized by the Bylaws and (b) a written statement by or on his behalf to
repay the amount paid or reimbursed by us if it shall ultimately be determined
that the standard of conduct was not met. We have purchased director and officer
liability insurance for the purpose of providing a source of funds to pay any
indemnification described above.
II-1
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act
provides that a limited partnership may indemnify and hold harmless any partners
or other persons from and against any and all claims and demands whatsoever,
subject to standards and restrictions set forth in the partnership agreement.
Accordingly, Section 7.6 of the Second Amended and Restated Agreement of Limited
Partnership Agreement of MeriStar Hospitality Partnership, dated as of August 3,
1998, provides that MeriStar Partnership shall indemnify each partner of the
partnership and their respective directors, officers and trustees from and
against any and all losses, claims, damages, liabilities, reasonable legal
expenses, judgments, fines, settlements and any other amounts arising from any
and all claims, demands, actions, suits or proceedings, civil, criminal,
administrative or investigative, that relate to the operations of the
partnership. Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify its directors, officers, employees and agents against
certain liabilities they may incur in such capacities, including liabilities
under the Securities Act, provided they act in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation.
ITEM 16 -- EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<Table>
1.1+ Form of Underwriting Agreement.
4.1 Indenture, dated as of August 19, 1997 (the "August 1997
Indenture"), between CapStar Hotel Company and IBJ Schroder
Bank & Trust Company, as Trustee (incorporated by reference
to Exhibit 4.4 to MeriStar Hospitality Corporation's
("MeriStar Hospitality") Form 10-K for the year ended
December 31, 1999 filed with the Securities and Exchange
Commission on March 15, 2000).
4.1.1 Specimen Subordinated Note to August 1997 Indenture
(incorporated by reference to Exhibit 4.2 to MeriStar
Hospitality's Form 10-K for the year ended December 31, 1999
filed with the Securities and Exchange Commission on March
15, 2000).
4.1.2 First Supplemental Indenture to the August 1997 Indenture
(incorporated by reference to Exhibit 4.2.2 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002).
4.1.3 Second Supplemental Indenture to the August 1997 Indenture
(incorporated by reference to Exhibit 4.5 to MeriStar
Hospitality's Form 10-K for the year ended December 31, 1999
filed with the Securities and Exchange Commission on March
15, 2000).
4.1.4 Third Supplemental Indenture to the August 1997 Indenture
(incorporated by reference to Exhibit 4.15 to MeriStar
Hospitality's Form 10-K for the year ended December 31, 2000
filed with the Securities and Exchange Commission on March
6, 2001).
4.1.5 Fourth Supplemental Indenture to the August 1997 Indenture
(incorporated by reference to Exhibit 4.2.5 MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002).
4.1.6 Fifth Supplemental Indenture to the August 1997 Indenture
(incorporated by reference to Exhibit 4.2.6 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002).
4.2 Indenture (the "March 1999 Indenture"), dated as of March
18, 1999, between MeriStar Hospitality Corporation and IBJ
Whitehall Bank & Trust Company, as Trustee (incorporated by
reference to Exhibit B to MeriStar Hospitality's Form S-4
(Registration Statement No. 333-78163) filed with the
Securities and Exchange Commission on May 10, 1999).
4.2.1 Specimen Subordinated Note to March 1999 Indenture
(incorporated by reference to Exhibit A to MeriStar
Hospitality's Form S-4 (Registration Statement No.
333-78163) filed with the Securities and Exchange Commission
on May 10, 1999).
4.1.1 First Supplemental Indenture to the March 1999 Indenture
(incorporated by reference to Exhibit 4.13 to MeriStar
Hospitality's Form 10-K for the year ended December 31, 2000
filed with the Securities and Exchange Commission on March
6, 2001).
4.2.2 Second Supplemental Indenture to the March 1999 Indenture
(incorporated by reference to Exhibit 4.4.2 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002).
</Table>
II-2
<Table>
4.2.3 Third Supplemental Indenture to the March 1999 Indenture
Second Supplemental Indenture to the March 1999 Indenture
(incorporated by reference to Exhibit 4.4.3 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002).
4.3 Indenture (the "January 2001 Indenture"), dated January 26,
2001, between MeriStar Hospitality Operating Partnership,
L.P., MeriStar Hospitality Finance Corp., MeriStar
Hospitality Corporation, and U.S. Bank Trust National
Association (incorporated by reference to Exhibit 4.14 to
MeriStar Hospitality's Form 10-K for the year ended December
31, 2000 filed with the Securities and Exchange Commission
on March 6, 2001).
4.3.1 Specimen Senior Note to the January 2001 Indenture
(incorporated by reference to Exhibit 4.5.1 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002).
4.3.2 First Supplemental Indenture to the January 2001 Indenture
(incorporated by reference to Exhibit 4.5.2 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002).
4.3.3 Second Supplemental Indenture to the January 2001 Indenture
(incorporated by reference to Exhibit 4.5.3 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002).
4.4 Indenture (the "December 2001 Indenture"), dated December
19, 2001, between MeriStar Hospitality Operating
Partnership, L.P., MeriStar Hospitality Finance Corp.,
MeriStar Hospitality Corporation, and U.S. Bank Trust
National Association (incorporated by reference to Exhibit
4.6 in MeriStar Hospitality's Form 10-K for the year ended
December 31, 2001, filed with the Securities and Exchange
Commission on March 6, 2002).
4.4.1 Specimen Senior Note to the December 2001 Indenture
(incorporated by reference to Exhibit 4.6.1 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002).
4.4.2 Registration Rights Agreement, dated December 19,
2001,between MeriStar Hospitality Operating Partnership,
L.P., MeriStar Hospitality Finance Corp. II, MeriStar
Hospitality Corporation, and certain subsidiaries of
MeriStar Hospitality Operating Partnership, L.P. and Lehman
Brothers Inc., SG Cowen Securities Corporation and certain
other parties (incorporated by reference to Exhibit 4.6.2 in
MeriStar Hospitality's Form 10-K for the year ended December
31, 2001, filed with the Securities and Exchange Commission
on March 6, 2002).
4.4.3 First Supplemental Indenture to the December 2001 Indenture
(incorporated by reference to Exhibit 4.6.3 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002).
4.5 Indenture (the "February 2002 Indenture"), dated February 7,
2002, between MeriStar Hospitality Operating Partnership,
L.P., MeriStar Hospitality Finance Corp., MeriStar
Hospitality Corporation, and U.S. Bank Trust National
Association (incorporated by reference to Exhibit 4.7 in
MeriStar Hospitality's Form 10-K for the year ended December
31, 2001, filed with the Securities and Exchange Commission
on March 6, 2002).
4.5.1 Specimen Senior Note to the February 2002 Indenture
(incorporated by reference to Exhibit 4.7.1 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002).
4.5.2 Registration Rights Agreement, dated February 7, 2002,
between MeriStar Hospitality Operating Partnership, L.P.,
MeriStar Hospitality Finance Corp. II, MeriStar Hospitality
Corporation, and certain subsidiaries of MeriStar
Hospitality Operating Partnership, L.P. and Lehman Brothers
Inc., SG Cowen Securities Corporation and certain other
parties (incorporated by reference to Exhibit 4.7.2 in
MeriStar Hospitality's Form 10-K for the year ended December
31, 2001, filed with the Securities and Exchange Commission
on March 6, 2002).
4.6.1 Form of Senior Debt Indenture among MeriStar Hospitality
Corporation, MeriStar Hospitality Operating Partnership,
L.P. and U.S. Bank Trust National Association, as Trustee,
including as an exhibit thereto the form of note.
</Table>
II-3
<Table>
4.6.2 Form of Subordinated Debt Indenture among MeriStar Hospitality Corporation, MeriStar Hospitality
Operating Partnership, L.P. and U.S. Bank Trust National Association, as Trustee, including as an
exhibit thereto the form of note.
4.6.3 Form of Senior Debt Indenture among MeriStar Hospitality Operating Partnership, L.P., MeriStar
Hospitality Finance Corp. III and U.S. Bank Trust National Association, as Trustee, including as an
exhibit thereto the form of note.
4.6.4 Form of Subordinated Debt Indenture among MeriStar Hospitality Operating Partnership, L.P., MeriStar
Hospitality Finance Corp. III and U.S. Bank Trust National Association, as Trustee, including as an
exhibit thereto the form of note.
4.6.5+ Form of Warrant Agreement for Common Stock of MeriStar Hospitality Corporation including as an exhibit
thereto the form of warrant certificate.
4.6.6+ Form of Warrant Agreement for Preferred Stock of MeriStar Hospitality Corporation including as an
exhibit thereto the form of warrant certificate.
4.6.7+ Form of Warrant Agreement for Debt Securities of MeriStar Hospitality Corporation including as an
exhibit thereto the form of warrant certificate.
4.6.8 Form of Share Certificate for the Common Stock of MeriStar Hospitality Corporation (incorporated by
reference to Exhibit 4.1 of MeriStar Hospitality Corporation's Registration Statement No. 333-04568,
filed with the Securities and Exchange Commission on March 7, 1996).
4.6.9+ Form of Deposit Agreement, including as an exhibit thereto the form of depositary receipt for depositary
shares.
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the legality of certain of the securities
being registered.
5.2 Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the legality of certain of the securities being
registered.
12.1 Schedule Regarding the Computation of Ratios for MeriStar Hospitality Corporation (incorporated by
reference to Exhibit 12 of MeriStar Hospitality Corporation's Annual Report on Form 10-K, for the fiscal
year ended December 31, 2001, filed with the Securities and Exchange Commission on March 7, 2002).
12.2 Schedule Regarding the Computation of Ratios for MeriStar Hospitality Operating Partnership, L.P.
(incorporated by reference to Exhibit 12 of MeriStar Hospitality Operating Partnership, L.P.'s Annual
Report on Form 10-K, for the fiscal year ended December 31, 2001, filed with the Securities and Exchange
Commission on March 28, 2002).
23.1 Consents of KPMG LLP.
23.2 Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in Exhibit 5.1).
23.3 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5.2).
24 Power of Attorney (included on the signature pages of this registration statement).
25.1 Statement of eligibility of trustee on Form T-1 of MeriStar Hospitality Corporation Senior Debt
Indenture.
25.2 Statement of eligibility of trustee on Form T-1 of MeriStar Hospitality Corporation Subordinated Debt
Indenture.
25.3 Statement of eligibility of trustee on Form T-1 of MeriStar Hospitality Operating Partnership, L.P.
Senior Debt Indenture.
25.4 Statement of eligibility of trustee on Form T-1 of MeriStar Hospitality Operating Partnership, L.P.
Subordinated Debt Indenture.
</Table>
- ---------------
+ To be filed by amendment or incorporation by reference, subsequent to the
effective date of this registration statement.
II-4
ITEM 17 -- UNDERTAKINGS.
Each Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) hereof do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended, that are incorporated
by reference in this Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering;
(4) that, for purposes of determining any liability under the
Securities Act of 1933, as amended, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended, that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof; and
(5) to file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act, as amended, in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the
Trust Indenture Act, as amended.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the
II-5
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933, as amended,
and will be governed by the final adjudication of such issue.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
MERISTAR HOSPITALITY CORPORATION
By: /s/ CHRISTOPHER L. BENNETT
------------------------------------
Christopher L. Bennett
Senior Vice President and General
Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED BELOW.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Chief Executive Officer and Chairman May 7, 2002
- ------------------------------------------------ of the Board of Directors
Paul W. Whetsell (Principal Executive Officer)
Vice Chairman of the Board of May 7, 2002
- ------------------------------------------------ Directors
Steven D. Jorns
* Chief Investment Officer and May 7, 2002
- ------------------------------------------------ Director
Bruce G. Wiles
* President, Chief Operating Officer May 7, 2002
- ------------------------------------------------ and Director
John Emery
* Chief Accounting Officer May 7, 2002
- ------------------------------------------------ (Principal Financial and Accounting
James A. Calder Officer)
* Director May 7, 2002
- ------------------------------------------------
James F. Dannhauser
* Director May 7, 2002
- ------------------------------------------------
J. Taylor Crandall
* Director May 7, 2002
- ------------------------------------------------
William S. Janes
Director May 7, 2002
- ------------------------------------------------
H. Cabot Lodge III
</Table>
II-7
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director May 7, 2002
- ------------------------------------------------
D. Ellen Shuman
* Director May 7, 2002
- ------------------------------------------------
James R. Worms
*By: /s/ CHRISTOPHER L. BENNETT
------------------------------------------
Christopher L. Bennett
Attorney-in-Fact
</Table>
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
MERISTAR HOSPITALITY OPERATING
PARTNERSHIP, L.P.
By: Meristar Hospitality Corporation,
as general partner
By: /s/ CHRISTOPHER L.
BENNETT
--------------------------------
Christopher L. Bennett
Senior Vice President and
General Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW AND ON MAY 7, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chief Executive Officer
- ------------------------------------------------
Paul W. Whetsell
* Chief Accounting Officer
- ------------------------------------------------ (Principal Financial and Accounting Officer)
James A. Calder
*By: /s/ CHRISTOPHER L. BENNETT
------------------------------------------
Christopher L. Bennett
Attorney-in-Fact
</Table>
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
MERISTAR HOSPITALITY FINANCE CORP. III
By: /s/ CHRISTOPHER L. BENNETT
------------------------------------
Christopher L. Bennett
Senior Vice President and General
Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW AND ON MAY 7, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* President and Director
- ----------------------------------------------- (Principal Executive Officer)
Paul W. Whetsell
* Chief Accounting Officer
- ----------------------------------------------- (Principal Financial and Accounting Officer)
James A. Calder
/s/ JOHN EMERY Chief Operating Officer and Director
- -----------------------------------------------
John Emery
*By: /s/ CHRISTOPHER L. BENNETT
------------------------------------------
Christopher L. Bennett
Attorney-in-Fact
</Table>
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
MERISTAR ACQUISITION COMPANY, LLC,
a Delaware limited liability company
By: MeriStar Hospitality Operating
Partnership, L.P.,
a Delaware limited partnership,
member
By: MeriStar Hospitality
Corporation,
a Maryland corporation, general
partner
By: /s/ CHRISTOPHER L.
BENNETT
--------------------------------
Christopher L. Bennett
Senior Vice President and
General Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW AND ON MAY 7, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chief Executive Officer
- -----------------------------------------------
Paul W. Whetsell
* Chief Accounting Officer
- ----------------------------------------------- (Principal Financial and Accounting Officer)
James A. Calder
*By: /s/ CHRISTOPHER L. BENNETT
------------------------------------------
Christopher L. Bennett
Attorney-in-Fact
</Table>
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
AGH PSS I, INC.,
a Delaware corporation
By: /s/ CHRISTOPHER L. BENNETT
------------------------------------
Christopher L. Bennett
Senior Vice President and General
Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW AND ON MAY 7, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* President and Chief Executive Officer and Director
- ----------------------------------------------- (Principal Executive Officer)
Paul W. Whetsell
* Chief Accounting Officer
- ----------------------------------------------- (Principal Financial and Accounting Officer)
James A. Calder
/s/ JOHN EMERY Chief Operating Officer and Treasurer and Director
- -----------------------------------------------
John Emery
*By: /s/ CHRISTOPHER L. BENNETT
------------------------------------------
Christopher L. Bennett
Attorney-in-Fact
</Table>
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
AGH UPREIT LLC,
a Delaware limited liability company
By: MeriStar Hospitality Corporation, a
Maryland corporation, member
By: /s/ CHRISTOPHER L. BENNETT
-------------------------------------------
Christopher L. Bennett
Senior Vice President and General Counsel
By: MeriStar Hospitality Operating
Partnership, L.P., a Delaware limited
partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ CHRISTOPHER L. BENNETT
-------------------------------------------
Christopher L. Bennett
Senior Vice President and General Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW AND ON MAY 7, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chief Executive Officer
- ------------------------------------------------
Paul W. Whetsell
* Chief Accounting Officer
- ------------------------------------------------ (Principal Financial and Accounting Officer)
James A. Calder
*By: /s/ CHRISTOPHER L. BENNETT
------------------------------------------
Christopher L. Bennett
Attorney-in-Fact
</Table>
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
MERISTAR SUB 4B, L.P.
MERISTAR SUB 4C, L.P.
MERISTAR SUB 4E, L.P.
MERISTAR SUB 4F, L.P.
MERISTAR SUB 4G, L.P.
MERISTAR SUB 4H, L.P.
MERISTAR SUB 4I, L.P.
Each of the above being a Delaware
limited partnership
By: MeriStar Hospitality Operating
Partnership, L.P., a Delaware
limited partnership, general
partner
By: MeriStar Hospitality
Corporation, a Maryland
corporation, general partner
By:
/s/ CHRISTOPHER L. BENNETT
-------------------------------
Christopher L. Bennett
Senior Vice President and
General Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW AND ON MAY 7, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chief Executive Officer
- --------------------------------------------
Paul W. Whetsell
* Chief Accounting Officer
- -------------------------------------------- (Principal Financial and Accounting Officer)
James A. Calder
*By: /s/ CHRISTOPHER L. BENNETT
- --------------------------------------------
Christopher L. Bennett
Attorney-in-Fact
</Table>
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
MERISTAR SUB 1A, LLC
MERISTAR SUB 1B, LLC
MERISTAR SUB 3A, LLC
MERISTAR SUB 3B, LLC
MERISTAR SUB 3C, LLC
MERISTAR SUB 3D, LLC
MERISTAR SUB 4D, LLC
MERISTAR SUB 4J, LLC
MERISTAR SUB 5A, LLC
MERISTAR SUB 5C, LLC
MERISTAR SUB 5D, LLC
MERISTAR SUB 5E, LLC
MERISTAR SUB 5R, LLC
MERISTAR SUB 6A, LLC
MERISTAR SUB 6B, LLC
MERISTAR SUB 6C, LLC
MERISTAR SUB 6D, LLC
MERISTAR SUB 6E, LLC
MERISTAR SUB 6F, LLC
MERISTAR SUB 6G, LLC
MERISTAR SUB 6I, LLC
MERISTAR SUB 6J, LLC
MERISTAR SUB 6K, LLC
MERISTAR SUB 7D, LLC
MERISTAR SUB 7E, LLC
MERISTAR SUB 7F, LLC
MERISTAR SUB 7G, LLC
MERISTAR SUB 7H, LLC
MERISTAR SUB 8B, LLC
MERISTAR SUB 8C, LLC
MERISTAR SUB 8D, LLC
MERISTAR SUB 8E, LLC
MERISTAR PROPERTY SUB I, LLC
MERISTAR PROPERTY SUB II, LLC
MERISTAR PROPERTY SUB III, LLC
MERISTAR PROPERTY SUB III, LLC
MERISTAR PROPERTY SUB IV, LLC
MERISTAR PROPERTY SUB V, LLC
MERISTAR PROPERTY SUB VI, LLC
MERISTAR PROPERTY SUB VII, LLC
MERISTAR PROPERTY SUB IX, LLC
MERISTAR PROPERTY SUB X, LLC
Each of the above being a Delaware
limited liability company
By: MeriStar Hospitality Operating
Partnership, L.P., a Delaware
limited partnership, member
II-15
By: MeriStar Hospitality
Corporation, a Maryland
corporation, general partner
By: /s/ CHRISTOPHER L.
BENNETT
-------------------------------
Christopher L. Bennett
Senior Vice President and
General Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW AND ON MAY 7, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chief Executive Officer
- -----------------------------------------------------
Paul W. Whetsell
* Chief Accounting Officer
- ----------------------------------------------------- (Principal Financial and Accounting Officer)
James A. Calder
*By: /s/ CHRISTOPHER L. BENNETT
------------------------------------------------
Christopher L. Bennett
Attorney-in-Fact
</Table>
II-16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
MERISTAR SUB 1C, L.P.
MERISTAR SUB 1D, L.P.
MERISTAR SUB 1E, L.P.
EACH OF THE ABOVE BEING A DELAWARE
LIMITED PARTNERSHIP
BY: MERISTAR HOSPITALITY OPERATING
PARTNERSHIP, L.P., A DELAWARE
LIMITED PARTNERSHIP, GENERAL
PARTNER
BY: MERISTAR HOSPITALITY
CORPORATION, A MARYLAND
CORPORATION, GENERAL PARTNER
BY: /s/ CHRISTOPHER L.
BENNETT
--------------------------------
CHRISTOPHER L. BENNETT
Senior Vice President and
General Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW AND ON MAY 7, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chief Executive Officer
- --------------------------------------------------------
Paul W. Whetsell
* Chief Accounting Officer
- -------------------------------------------------------- (Principal Financial and Accounting
James A. Calder Officer)
*By: /s/ CHRISTOPHER L. BENNETT
------------------------------------------------
Christopher L. Bennett
Attorney-in-Fact
</Table>
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
MERISTAR SUB 2A, LLC
MERISTAR SUB 2B, LLC
MERISTAR SUB 2C, LLC
MERISTAR SUB 2D, LLC
MERISTAR SUB 5H, LLC
MERISTAR SUB 5I, LLC
MERISTAR SUB 5J, LLC
MERISTAR SUB 5K, LLC
MERISTAR SUB 5L, LLC
MERISTAR SUB 5M, LLC
MERISTAR SUB 5N, LLC
MERISTAR SUB 5O, LLC
MERISTAR SUB 5P, LLC
MERISTAR SUB 5Q, LLC
MERISTAR SUB 7C, LLC
EACH OF THE ABOVE BEING A DELAWARE
LIMITED LIABILITY COMPANY
BY: MERISTAR HOSPITALITY OPERATING
PARTNERSHIP, L.P., A DELAWARE
LIMITED PARTNERSHIP, MEMBER
BY: MERISTAR HOSPITALITY
CORPORATION, A MARYLAND
CORPORATION, GENERAL PARTNER
BY: /s/ CHRISTOPHER L.
BENNETT
--------------------------------
CHRISTOPHER L. BENNETT
Senior Vice President and
General Counsel
II-18
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW AND ON MAY 7, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chief Executive Officer
- --------------------------------------------------------
Paul W. Whetsell
* Chief Accounting Officer
- -------------------------------------------------------- (Principal Financial and Accounting
James A. Calder Officer)
*By: /s/ CHRISTOPHER L. BENNETT
-----------------------------------------------
Christopher L. Bennett
Attorney-in-Fact
</Table>
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
MERISTAR SUB 7B, L.P.,
a Delaware limited partnership
By: MeriStar Sub 7C, LLC
A Delaware limited liability
company, general partner
By: MeriStar Hospitality Operating
Partnership, L.P., a Delaware
limited partnership, member
By: MeriStar Hospitality
Corporation, a Maryland
corporation, general
partner
By:
/s/ CHRISTOPHER L. BENNETT
------------------------------
Christopher L. Bennett
Senior Vice President and
General Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW AND ON MAY 7, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chief Executive Officer
------------------------------------------------
Paul W. Whetsell
* Chief Accounting Officer
------------------------------------------------ (Principal Financial and Accounting Officer)
James A. Calder
*By: /s/ CHRISTOPHER L. BENNETT
------------------------------------------
Christopher L. Bennett
Attorney-in-Fact
</Table>
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
MERISTAR SUB 6L, LLC
a Delaware limited liability company
By: AGH UPREIT LLC, a Delaware limited
liability company, member
By: MeriStar Hospitality Operating
Partnership, L.P., a Delaware
limited partnership, member
By: MeriStar Hospitality
Corporation, a Maryland
corporation, general partner
By: /s/ CHRISTOPHER L.
BENNETT
------------------------------
Christopher L. Bennett
Senior Vice President and
General Counsel
By: MeriStar Hospitality Operating
Partnership, L.P., a Delaware
limited partnership, member
By: MeriStar Hospitality
Corporation, a Maryland
corporation, general partner
By: /s/ CHRISTOPHER L.
BENNETT
--------------------------------
Christopher L. Bennett
Senior Vice President and
General Counsel
II-21
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW AND ON MAY 7, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chief Executive Officer
- -------------------------------------------------
Paul W. Whetsell
* Chief Accounting Officer
- ------------------------------------------------- (Principal Financial and Accounting Officer)
James A. Calder
*By: /s/ CHRISTOPHER L. BENNETT
------------------------------------------
Christopher L. Bennett
Attorney-in-Fact
</Table>
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
MDV LIMITED PARTNERSHIP
a Texas limited partnership
MERISTAR SUB 4A, L.P.
a Texas limited partnership
MERISTAR SUB 5F, L.P.
a Florida limited partnership
MERISTAR SUB 5G, L.P.
a Florida limited partnership
MERISTAR SUB 6H, L.P.
a Delaware limited partnership
By: AGH UPREIT LLC,
a Delaware limited liability
company, their general partner
By: MeriStar Hospitality Operating
Partnership, L.P., a Delaware
limited partnership, member
By: MeriStar Hospitality
Corporation, a Maryland
corporation, general partner
By:
/s/ CHRISTOPHER L. BENNETT
------------------------------
Christopher L. Bennett
Senior Vice President and
General Counsel
II-23
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW AND ON MAY 7, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chief Executive Officer
- -----------------------------------------------------
Paul W. Whetsell
* Chief Accounting Officer
- ----------------------------------------------------- (Principal Financial and Executive Officer)
James A. Calder
*By: /s/ CHRISTOPHER L. BENNETT
------------------------------------------------
Christopher L. Bennett
Attorney-in-fact
</Table>
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
MERISTAR HOTEL LESSEE, INC.,
a Delaware corporation
By: /s/ CHRISTOPHER L. BENNETT
------------------------------------
Christopher L. Bennett
Senior Vice President and General
Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW AND ON MAY 7, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* President and Chief Executive Officer
- ----------------------------------------------------- (Principal Executive Officer)
Paul W. Whetsell
* Chief Accounting Officer
- ----------------------------------------------------- (Principal Financial and Accounting Officer)
James A. Calder
/s/ JOHN EMERY Chief Operating Officer and Treasurer
- -----------------------------------------------------
John Emery
*By: /s/ CHRISTOPHER L. BENNETT
------------------------------------------------
Christopher L. Bennett
Attorney-in-fact
</Table>
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
MERISTAR SUB 6M COMPANY,
a Maryland general partnership
By: MeriStar Sub 6A, LLC, a Delaware limited
liability company, partner
By: MeriStar Hospitality Operating
Partnership, L.P., a Delaware limited
partnership, member
By: MeriStar Hospitality Corporation,
a Maryland corporation, general
partner
By:
/s/ CHRISTOPHER L. BENNETT
------------------------------------
Christopher L. Bennett
Senior Vice President and General
Counsel
By: MeriStar Sub 6F, LLC, a Delaware limited
liability company, partner
By: MeriStar Hospitality Operating
Partnership, L.P., a Delaware limited
partnership, member
By: MeriStar Hospitality Corporation,
a Maryland corporation, general
partner
By:
/s/ CHRISTOPHER L. BENNETT
------------------------------------
Christopher L. Bennett
Senior Vice President and General
Counsel
II-26
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW AND ON MAY 7, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chief Executive Officer
- -----------------------------------------------------
Paul W. Whetsell
* Chief Accounting Officer
- ----------------------------------------------------- (Principal Financial and Accounting Officer)
James A. Calder
*By: /s/ CHRISTOPHER L. BENNETT
------------------------------------------------
Christopher L. Bennett
Attorney-in-fact
</Table>
II-27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
MERISTAR LP, INC.,
a Nevada corporation
By: /s/ CHRISTOPHER L. BENNETT
------------------------------------
Christopher L. Bennett
Senior Vice President and General
Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW AND ON MAY 7, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* President Chief Executive Officer
- ----------------------------------------------------- (Principal Executive Officer)
Paul W. Whetsell
* Chief Accounting Officer
- ----------------------------------------------------- (Principal Financial and Accounting Officer)
James A. Calder
/s/ JOHN EMERY Chief Operating Officer and Treasurer
- -----------------------------------------------------
John Emery
*By: /s/ CHRISTOPHER L. BENNETT
------------------------------------------------
Christopher L. Bennett
Attorney-in-fact
</Table>
II-28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
MERISTAR SUB 7A JOINT VENTURE
an Ohio general partnership
By: AGH UPREIT LLC, a Delaware limited
liability company, partner
By: MeriStar Hospitality Operating
Partnership, L.P., a Delaware
limited partnership, member
By: MeriStar Hospitality
Corporation, a Maryland
corporation, general
partner
By: /s/ CHRISTOPHER L. BENNETT
------------------------------------
Christopher L. Bennett
Senior Vice President and General
Counsel
By: MeriStar Hospitality Operating
Partnership, L.P., a Delaware
limited partnership, partner
By: MeriStar Hospitality
Corporation, a Maryland
corporation, general partner
By: /s/ CHRISTOPHER L. BENNETT
------------------------------------
Christopher L. Bennett
Senior Vice President and General
Counsel
II-29
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW AND ON MAY 7, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chief Executive Officer
-----------------------------------------------------
Paul W. Whetsell
* Chief Accounting Officer
----------------------------------------------------- (Principal Chief Financial and Accounting
James A. Calder Officer)
*By: /s/ CHRISTOPHER L. BENNETT
------------------------------------------------
Christopher L. Bennett
Attorney-in-Fact
</Table>
II-30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
MERISTAR SUB 8A, LLC, a Delaware limited
liability company
By: AGH UPREIT LLC, a Delaware limited
liability company, partner
By: MeriStar Hospitality Operating
Partnership, L.P., a Delaware
limited partnership, member
By: MeriStar Hospitality
Corporation, a Maryland
corporation, general partner
By: /s/ CHRISTOPHER L.
BENNETT
---------------------------------
Christopher L. Bennett
Senior Vice President and General
Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW AND ON MAY 7, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chief Executive Officer
-----------------------------------------------------
Paul W. Whetsell
* Chief Accounting Officer
----------------------------------------------------- (Principal Financial and Accounting Officer)
James A. Calder
*By: /s/ CHRISTOPHER L. BENNETT
------------------------------------------------
Christopher L. Bennett
Attorney-in-Fact
</Table>
II-31
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
MERISTAR Sub 8F, L.P., a Texas limited
partnership
By: MeriStar Sub 8G, LLC, a Delaware
limited liability company, general
partner
By: MeriStar Hospitality
Operating Partnership, L.P.,
a Delaware limited
partnership, member
By: MeriStar Hospitality
Corporation, a
Maryland corporation,
general partner
By:
/s/ CHRISTOPHER L.
BENNETT
---------------------------
Christopher L.
Bennett
Senior Vice President and
General
Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW AND ON MAY 7, 2002.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
* Chief Executive Officer
-----------------------------------------------------
Paul W. Whetsell
* Chief Accounting Officer
----------------------------------------------------- (Principal Financial and Accounting Officer)
James A. Calder
*By: /s/ CHRISTOPHER L. BENNETT
------------------------------------------------
Christopher L. Bennett
Attorney-in-Fact
</Table>
II-32
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 7, 2002.
MERISTAR SUB 8G LLC, a Delaware
limited liability company
By: MeriStar Hospitality Operating
Partnership, L.P., a Delaware
limited partnership, partner
By: MeriStar Hospitality
Corporation, a Maryland
corporation, general partner
By: /s/ CHRISTOPHER L.
BENNETT
-----------------------------
Christopher L. Bennett
Senior Vice President and
General Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW AND ON MAY 7, 2002.
<Table>
<Caption>
SIGNATURE TITLE
- --------- -----
* Chief Executive Officer
-----------------------------------------------
Paul W. Whetsell
* Chief Accounting Officer and Director
----------------------------------------------- (Principal Financial and Accounting Officer)
James A. Calder
*By: /s/ CHRISTOPHER L. BENNETT
- -----------------------------------------------
Christopher L. Bennett
Attorney-in-Fact
</Table>
II-33
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
1.1+ Form of Underwriting Agreement. ............................
4.1 Indenture, dated as of August 19, 1997 (the "August 1997
Indenture"), between CapStar Hotel Company and IBJ Schroder
Bank & Trust Company, as Trustee (incorporated by reference
to Exhibit 4.4 to MeriStar Hospitality Corporation's
("MeriStar Hospitality") Form 10-K for the year ended
December 31, 1999 filed with the Securities and Exchange
Commission on March 15, 2000). .............................
4.1.1 Specimen Subordinated Note to August 1997 Indenture
(incorporated by reference to Exhibit 4.2 to MeriStar
Hospitality's Form 10-K for the year ended December 31, 1999
filed with the Securities and Exchange Commission on March
15, 2000). .................................................
4.1.2 First Supplemental Indenture to the August 1997 Indenture
(incorporated by reference to Exhibit 4.2.2 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002). ............................................
4.1.3 Second Supplemental Indenture to the August 1997 Indenture
(incorporated by reference to Exhibit 4.5 to MeriStar
Hospitality's Form 10-K for the year ended December 31, 1999
filed with the Securities and Exchange Commission on March
15, 2000). .................................................
4.1.4 Third Supplemental Indenture to the August 1997 Indenture
(incorporated by reference to Exhibit 4.15 to MeriStar
Hospitality's Form 10-K for the year ended December 31, 2000
filed with the Securities and Exchange Commission on March
6, 2001). ..................................................
4.1.5 Fourth Supplemental Indenture to the August 1997 Indenture
(incorporated by reference to Exhibit 4.2.5 MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002). ............................................
4.1.6 Fifth Supplemental Indenture to the August 1997 Indenture
(incorporated by reference to Exhibit 4.2.6 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002). ............................................
4.2 Indenture (the "March 1999 Indenture"), dated as of March
18, 1999, between MeriStar Hospitality Corporation and IBJ
Whitehall Bank & Trust Company, as Trustee (incorporated by
reference to Exhibit B to MeriStar Hospitality's Form S-4
(Registration Statement No. 333-78163) filed with the
Securities and Exchange Commission on May 10, 1999). .......
4.2.1 Specimen Subordinated Note to March 1999 Indenture
(incorporated by reference to Exhibit A to MeriStar
Hospitality's Form S-4 (Registration Statement No.
333-78163) filed with the Securities and Exchange Commission
on May 10, 1999). ..........................................
4.1.1 First Supplemental Indenture to the March 1999 Indenture
(incorporated by reference to Exhibit 4.13 to MeriStar
Hospitality's Form 10-K for the year ended December 31, 2000
filed with the Securities and Exchange Commission on March
6, 2001). ..................................................
4.2.2 Second Supplemental Indenture to the March 1999 Indenture
(incorporated by reference to Exhibit 4.4.2 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002). ............................................
4.2.3 Third Supplemental Indenture to the March 1999 Indenture
Second Supplemental Indenture to the March 1999 Indenture
(incorporated by reference to Exhibit 4.4.3 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002). ............................................
4.3 Indenture (the "January 2001 Indenture"), dated January 26,
2001, between MeriStar Hospitality Operating Partnership,
L.P., MeriStar Hospitality Finance Corp., MeriStar
Hospitality Corporation, and U.S. Bank Trust National
Association (incorporated by reference to Exhibit 4.14 to
MeriStar Hospitality's Form 10-K for the year ended December
31, 2000 filed with the Securities and Exchange Commission
on March 6, 2001). .........................................
4.3.1 Specimen Senior Note to the January 2001 Indenture
(incorporated by reference to Exhibit 4.5.1 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002). ............................................
4.3.2 First Supplemental Indenture to the January 2001 Indenture
(incorporated by reference to Exhibit 4.5.2 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002). ............................................
</Table>
<Table>
<Caption>
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
4.3.3 Second Supplemental Indenture to the January 2001 Indenture
(incorporated by reference to Exhibit 4.5.3 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002). ............................................
4.4 Indenture (the "December 2001 Indenture"), dated December
19, 2001, between MeriStar Hospitality Operating
Partnership, L.P., MeriStar Hospitality Finance Corp.,
MeriStar Hospitality Corporation, and U.S. Bank Trust
National Association (incorporated by reference to Exhibit
4.6 in MeriStar Hospitality's Form 10-K for the year ended
December 31, 2001, filed with the Securities and Exchange
Commission on March 6, 2002). ..............................
4.4.1 Specimen Senior Note to the December 2001 Indenture
(incorporated by reference to Exhibit 4.6.1 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002). ............................................
4.4.2 Registration Rights Agreement, dated December 19,
2001,between MeriStar Hospitality Operating Partnership,
L.P., MeriStar Hospitality Finance Corp. II, MeriStar
Hospitality Corporation, and certain subsidiaries of
MeriStar Hospitality Operating Partnership, L.P. and Lehman
Brothers Inc., SG Cowen Securities Corporation and certain
other parties (incorporated by reference to Exhibit 4.6.2 in
MeriStar Hospitality's Form 10-K for the year ended December
31, 2001, filed with the Securities and Exchange Commission
on March 6, 2002). .........................................
4.4.3 First Supplemental Indenture to the December 2001 Indenture
(incorporated by reference to Exhibit 4.6.3 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002). ............................................
4.5 Indenture (the "February 2002 Indenture"), dated February 7,
2002, between MeriStar Hospitality Operating Partnership,
L.P., MeriStar Hospitality Finance Corp., MeriStar
Hospitality Corporation, and U.S. Bank Trust National
Association (incorporated by reference to Exhibit 4.7 in
MeriStar Hospitality's Form 10-K for the year ended December
31, 2001, filed with the Securities and Exchange Commission
on March 6, 2002). .........................................
4.5.1 Specimen Senior Note to the February 2002 Indenture
(incorporated by reference to Exhibit 4.7.1 in MeriStar
Hospitality's Form 10-K for the year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 6, 2002). ............................................
4.5.2 Registration Rights Agreement, dated February 7, 2002,
between MeriStar Hospitality Operating Partnership, L.P.,
MeriStar Hospitality Finance Corp. II, MeriStar Hospitality
Corporation, and certain subsidiaries of MeriStar
Hospitality Operating Partnership, L.P. and Lehman Brothers
Inc., SG Cowen Securities Corporation and certain other
parties (incorporated by reference to Exhibit 4.7.2 in
MeriStar Hospitality's Form 10-K for the year ended December
31, 2001, filed with the Securities and Exchange Commission
on March 6, 2002). .........................................
4.6.1 Form of Senior Debt Indenture among MeriStar Hospitality
Corporation, MeriStar Hospitality Operating Partnership,
L.P. and U.S. Bank Trust National Association, as
Trustee. ...................................................
4.6.2 Form of Subordinated Debt Indenture among MeriStar
Hospitality Corporation, MeriStar Hospitality Operating
Partnership, L.P. and U.S. Bank Trust National Association,
as Trustee. ................................................
4.6.3 Form of Senior Debt Indenture among MeriStar Hospitality
Operating Partnership, L.P., MeriStar Hospitality Finance
Corp. III and U.S. Bank Trust National Association, as
Trustee. ...................................................
4.6.4 Form of Subordinated Debt Indenture among MeriStar
Hospitality Operating Partnership, L.P., MeriStar
Hospitality Finance Corp. III and U.S. Bank Trust National
Association, as Trustee. ...................................
4.6.5+ Form of Warrant Agreement for Common Stock of MeriStar
Hospitality Corporation including as an exhibit thereto the
form of warrant certificate. ...............................
4.6.6+ Form of Warrant Agreement for Preferred Stock of MeriStar
Hospitality Corporation including as an exhibit thereto the
form of warrant certificate. ...............................
4.6.7+ Form of Warrant Agreement for Debt Securities of MeriStar
Hospitality Corporation including as an exhibit thereto the
form of warrant certificate. ...............................
</Table>
<Table>
<Caption>
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
4.6.8 Form of Share Certificate for the Common Stock of MeriStar
Hospitality Corporation (incorporated by reference to
Exhibit 4.1 of MeriStar Hospitality Corporation's
Registration Statement No. 333-04568, filed with the
Securities and Exchange Commission on March 7, 1996). ......
4.6.9+ Form of Deposit Agreement, including as an exhibit thereto
the form of depositary receipt for depositary shares. ......
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to
the legality of certain of the securities being
registered. ................................................
5.2 Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the
legality of certain of the securities being registered. ....
12.1 Schedule Regarding the Computation of Ratios for MeriStar
Hospitality Corporation (incorporated by reference to
Exhibit 12 of MeriStar Hospitality Corporation's Annual
Report on Form 10-K, for the fiscal year ended December 31,
2001, filed with the Securities and Exchange Commission on
March 7, 2002). ............................................
12.2 Schedule Regarding the Computation of Ratios for MeriStar
Hospitality Operating Partnership, L.P. (incorporated by
reference to Exhibit 12 of MeriStar Hospitality Operating
Partnership, L.P.'s Annual Report on Form 10-K, for the
fiscal year ended December 31, 2001, filed with the
Securities and Exchange Commission on March 28, 2002). .....
23.1 Consents of KPMG LLP. ......................................
23.2 Consent of Paul, Weiss, Rifkind, Wharton & Garrison
(included in Exhibit 5.1)...................................
23.3 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included
in Exhibit 5.2). ...........................................
24 Power of Attorney (included on the signature pages of this
registration statement). ...................................
25.1 Statement of eligibility of trustee on Form T-1 of MeriStar
Hospitality Corporation Senior Debt Indenture. .............
25.2 Statement of eligibility of trustee on Form T-1 of MeriStar
Hospitality Corporation Subordinated Debt Indenture. .......
25.3 Statement of eligibility of trustee on Form T-1 of MeriStar
Hospitality Operating Partnership, L.P. Senior Debt
Indenture. .................................................
25.4 Statement of eligibility of trustee on Form T-1 of MeriStar
Hospitality Operating Partnership, L.P. Subordinated Debt
Indenture. .................................................
</Table>
- ---------------
+ To be filed by amendment or incorporation by reference, subsequent to the
effective date of this registration statement.