SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to Section 240.14a-12
INTERSTATE HOTELS CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Filed by Interstate Hotels Corporation
Pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Interstate Hotels Corporation
Commission File No. 0-26805
This filing contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 about Interstate Hotels
Corporation ("Interstate") and MeriStar Hotels & Resorts, Inc. ("MeriStar"),
including those statements regarding future operating results and the timing and
composition of revenues, among others, and statements containing words such as
"expects," "believes" or "will," which indicate that those statements are
forward-looking. Except for historical information, the matters discussed in
this filing are forward-looking statements that are subject to certain risks and
uncertainties that could cause the actual results to differ materially,
including financial performance, real estate conditions, execution of hotel
development programs, changes in the availability of additional management
contracts, leases or acquisitions, the impact of the events of September 11,
2001 and changes in local or national economic conditions. Additional risks are
discussed in each company's filings with the Securities and Exchange Commission
(the "SEC"), including the companies' annual reports on Form 10-K for the year
ended December 31, 2001, including any amendments thereto.
All written and oral forward-looking statements contained in this
filing concerning the proposed transaction or other matters attributable to
Interstate, MeriStar or any person acting on behalf of either Interstate or
MeriStar are expressly qualified in their entirety by the cautionary statements
above. Interstate and MeriStar do not undertake any obligation to update any
forward-looking statement to reflect circumstances or events that occur after
the date the forward-looking statements are made.
Pursuant to Instruction 3 of Item 4 of Schedule 14A, the participants
in the solicitation of proxies from Interstate's stockholders in connection with
the proposed merger (the "Merger") of Interstate with and into MeriStar pursuant
to the terms of the Agreement and Plan of Merger, dated May 1, 2002, as amended
on June 3, 2002, between Interstate and MeriStar (the "Merger Agreement")
include MeriStar, Interstate, their respective directors, and may include
certain executive officers of each. Information concerning the Interstate
directors and executive officers and their direct and indirect interests in
Interstate is contained in its annual report on Form 10-K/A filed with the SEC
on April 19, 2002. Information concerning the MeriStar directors and executive
officers and their direct and indirect interests in MeriStar is contained in its
annual report on Form 10-K/A filed with the SEC on April 30, 2002. As of June
25, 2002, none of the foregoing participants beneficially owned in excess of 1%
of the MeriStar common stock, except Paul W. Whetsell and Steven D. Jorns, each
a director and/or executive officer of MeriStar, or beneficially owned in excess
of 1% of Interstate's common stock, except Thomas F. Hewitt, J. William
Richardson, Kevin P. Kilkeary, Karim Alibhai and Sherwood M. Weiser, each a
director and/or executive officer of Interstate. Additional information
regarding the interests of these participants may be obtained by reading the
amended preliminary proxy statement and prospectus (described below) regarding
the Merger, as well as the definitive joint proxy statement and prospectus once
it becomes available.
On June 25, 2002, MeriStar filed with the SEC Amendment No. 1 to its
Registration Statement on Form S-4, File No. 333-89740. In that amended
Registration Statement, Interstate and MeriStar filed preliminary joint proxy
materials. Those materials contain a detailed preliminary description of the
proposed business combination transaction involving Interstate and MeriStar, as
well as updated information with respect to the persons who will be
participating in the solicitation of proxies from Interstate's stockholders in
favor of the proposed transaction. The information contained in the amended
Registration Statement on Form S-4 is incorporated in this filing by reference.
You are encouraged to read the preliminary proxy materials, as well as the
definitive joint proxy statement and prospectus once it becomes available,
before you make any decision in respect of the proposed transaction.
The amended Registration Statement, and all other documents filed with
the SEC in connection with the Merger, are available free of charge at the SEC's
web site, at "www.sec.gov". In addition, the amended Registration Statement, and
all other documents filed with the SEC in connection with the Merger, are
available to investors free of charge by writing to Interstate or MeriStar at
their corporate headquarters.
In addition to the amended Registration Statement, the joint proxy
materials, and the other documents filed with the SEC in connection with the
Merger, both Interstate and MeriStar are obligated to file annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any reports, statements and other information filed with the SEC
at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for additional information on the
public reference room. Filings with the SEC also are available to the public
from commercial document-retrieval services, as well as the web site maintained
by the SEC at "www.sec.gov".