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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: DECEMBER 27, 1996
INTERSTATE HOTELS COMPANY
FOSTER PLAZA 10
680 ANDERSEN DRIVE
PITTSBURGH, PENNSYLVANIA 15220
(412) 937-0600
PENNSYLVANIA 1-11731 25-1788101
(State of incorporation) (SEC File No.) (IRS Employer
Identification No.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 27, 1996, Interstate Hotels Company (the "Company") acquired
substantially all of the equity interests in two full-service luxury resorts
located in Key West, Florida: the 311-room Marriott's Casa Marina Resort and
the 149-room Marriott's Reach Resort. The Company acquired a 1% general
partnership interest and 97.6% limited partnership interest in the Casa Marina
Resort for a total, including estimated capital expenditures for anticipated
renovations and closing costs, of approximately $62.8 million.
Contemporaneously, the Company acquired a 1% general partnership interest and
96.1% limited partnership interest in the Reach Resort for a total, including
estimated capital expenditures for anticipated renovations and closing costs,
of $31.5 million. Prior to the acquisition by the Company, Milton Fine,
Chairman of the Board and the largest beneficial owner of the Company's Common
Stock, David Fine, Milton Fine's son and a member of the Company's Board of
Directors, W. Thomas Parrington, Jr., the Company's President and Chief
Executive Officer, and J. William Richardson, Robert L. Froman and Marvin I.
Droz, all executive officers of the Company, together beneficially owned a 49%
limited partnership interest, and Milton Fine beneficially owned the 1% general
partnership interest in the entity that owned the Reach Resort. Messrs.
Parrington, Richardson, Froman and Droz together owned a 3.28% equity interest
in that entity, which they acquired in 1993. Giving effect to the acquisition,
Milton Fine beneficially owns a 1.44% limited partnership interest in that
entity.
The Company used cash on hand, together with $31.0 million of new
borrowings from Credit Lyonnais, New York branch, and assumed $15.8 million of
debt to fund the acquisitions. Except for Milton Fine and David Fine and Messrs.
Parrington, Richardson, Froman and Droz, the sellers in both transactions were
entities and individuals not affiliated with the Company.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
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2.1 Contribution Agreement, dated as of December 19, 1996, among
Casa Marina Ltd., Casa Marina Realty Corporation, Interstone
Partners I, L.P. and Casa Marina Realty Partnership, L.P.
2.2 Contribution Agreement and Agreement to Assign Partnership
Interests and Enter into First Amended and Restated Limited
Partnership Agreement, dated as of December 19, 1996, among
IHC Reach Corporation, Reach Resort Investment Corporation,
Interstone Partners I, L.P. and The Key West Reach Limited
Partnership
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SIGNATURES
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 thereunto duly authorized.
INTERSTATE HOTELS COMPANY
Date: January 13, 1997
By: /s/ J. William Richardson
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J. William Richardson
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
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INDEX TO EXHIBITS
Exhibit No. Description
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2.1 Contribution Agreement, dated as of December 19, 1996, among
Casa Marina Ltd., Casa Marina Realty Corporation, Interstone
Partners I, L.P. and Casa Marina Realty Partnership, L.P.
2.2 Contribution Agreement and Agreement to Assign Partnership
Interests and Enter into First Amended and Restated Limited
Partnership Agreement, dated as of December 19, 1996, among
IHC Reach Corporation, Reach Resort Investment Corporation,
Interstone Partners I, L.P. and The Key West Reach Limited
Partnership