UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed Pursuant to Section 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 23, 2004
MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P. MERISTAR HOSPITALITY FINANCE CORP
(Exact name of registrant as specified in its Charter) (Exact name of registrant as specified in its Charter)
DELAWARE DELAWARE
(State of Incorporation) (State of Incorporation)
75-2648837 52-2321015
(IRS Employer Identification No.) (IRS Employer Identification No.)
MERISTAR HOSPITALITY FINANCE CORP II MERISTAR HOSPITALITY FINANCE CORP III
(Exact name of registrant as specified in its Charter) (Exact name ofregistrant as specified in its Charter)
DELAWARE DELAWARE
(State of Incorporation) (State of Incorporation)
73-1658708 46-0467463
(IRS Employer Identification No.) (IRS Employer Identification No.)
4501 N. Fairfax Drive
Arlington, VA 22203
(Address, including zip code, and telephone
number, including area code, of Principal
Executive Offices of all of the above registrants)
Registrant's telephone number, including area code: (703) 812-7200
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit No. Description
1.1 Underwriting Agreement, dated as of April 23, 2004, by and
between MeriStar Hospitality Corporation and Lehman Brothers
Inc., incorporated by reference to Exhibit 1.1 of the Current
Report on Form 8-K filed by MeriStar Hospitality Corporation on
April 27, 2004 (File Number 1-11903).
99.1 Press Release, dated April 28, 2004, incorporated by reference
to Exhibit 99.1 of the Current Report on Form 8-K filed by
MeriStar Hospitality Corporation on April 29, 2004 (File Number
1-11903).
* The information furnished under Item 9 of this Current Report on
Form 8-K, including Exhibit 99.1, shall not be deemed "filed"
for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of
that section.
ITEM 9. Regulation FD Disclosure
The registrants are furnishing the press release announcing the
completion of the sale by MeriStar Hospitality Corporation of 12,000,000 shares
of its common stock, which is attached as Exhibit 99.1 to this report and
incorporated by reference into this item.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 29, 2004
MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
MERISTAR HOSPITALITY FINANCE CORP.
MERISTAR HOSPITALITY FINANCE CORP. II
MERISTAR HOSPITALITY FINANCE CORP. III
By: MERISTAR HOSPITALITY CORPORATION,
ITS GENERAL PARTNER
By: /s/ Jerome J. Kraisinger
------------------------------------------
Jerome J. Kraisinger
Executive Vice President, Secretary and General Counsel
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1.1 Underwriting Agreement, dated as of April 23, 2004, by and
between MeriStar Hospitality Corporation and Lehman Brothers
Inc., incorporated by reference to Exhibit 1.1 of the Current
Report on Form 8-K filed by MeriStar Hospitality Corporation on
April 27, 2004 (File Number 1-11903).
99.1 Press Release, dated April 28, 2004, incorporated by reference
to Exhibit 99.1 of the Current Report on Form 8-K filed by
MeriStar Hospitality Corporation on April 29, 2004 (File Number
1-11903).